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                                                                  EXHIBIT 10.39


                  CONCUR COMMERCE NETWORK(TM) PARTNER AGREEMENT
                        (PARTNER-HOSTED CONTENT VERSION)

      This Concur Commerce Network Partner Agreement (the "Agreement") is
entered into this 29 day of December, 1999 (the "Effective Date") by and between
CONCUR TECHNOLOGIES, INC., a Delaware corporation with its principal place of
business at 6222 185th Avenue Northeast, Redmond, WA 98052 ("Concur") and
RoweCom, a Delaware corporation with its principal place of business at 15
Southwest Park, Westwood, MA 02090 ("Partner").

      Through the Concur Commerce Network, Concur provides an online marketplace
with access to a variety of workplace-related products, programs and services.
These products, programs and services are made available to the employees of
each of Concur's corporate customers through the Concur eWorkplace business
portal, which is accessible via either a corporate intranet or over the
Internet. In addition to providing connectivity to the Concur Commerce Network,
Concur eWorkplace includes a suite of software applications (the "Concur
Software"), which presently may include one or more of the following: Concur
Procurement, Concur Expense, and Concur Human Resource.

      Partner markets and sells workplace-related goods and/or services to
corporate customers.

      Concur and Partner desire to enter into an agreement for the integration
at the Partner Catalog (as defined herein) with the Concur Commerce Network,
enabling customers of Concur Software to review and purchase goods and/or
services via the Concur Commerce Network using the Partner Catalog and/or the
Partner Store (each as defined herein).

      NOW, THEREFORE, for and in consideration of the agreements of the parties
set forth below, Concur and Partner agree as follows:

      Definitions

      "Application" means either the Concur Software or the Partner Catalog.

      "Buyer" means any Concur enterprise customer, or any employee or agent
thereof, that orders any of Partner's goods or services offered on the Partner
Store, using the Concur Commerce Network.

      "Confidential Information" means any information concerning either party's
Intellectual Property Rights or other proprietary information concerning the
business, technology or products of the other party, or any other information of
either party which is reasonably understood to be confidential by the other
party to whom it has been disclosed.

      "Intellectual Property Rights" means patent rights (including but not
limited to rights in patent applications or disclosures and rights of priority),
copyright rights (including but not limited to rights in audiovisual works and
moral rights), trade secret rights, trademark rights, rights of privacy and
publicity, and any other intellectual property rights recognized by the law of
any applicable jurisdiction.

      "Launch Date" means the date on which one or more Buyers, using links to
the Partner Store from the Concur Software are able to purchase products
available on the Partner Catalog.

      "Partner Catalog" means the electronic catalog from which a Buyer can
order goods and/or services via the Concur Commerce Network, whether hosted on
the Concur Commerce
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Network or as part of the Partner Store, the content and pricing for which shall
be solely determined by Partner.

      "Partner Store" means a web site developed and maintained solely by
Partner within a secure environment containing the Partner Catalog and such
other content as shall be jointly determined by Concur and Partner.

      "Revenue" means the aggregate amount received by Partner from an order on
the Partner Store, less: (i) credits, refunds and allowances separately and
actually credited to Buyers for defective, damaged, outdated, and returned or
cancelled goods or services; (ii) offered and taken trade and cash discounts,
rebates, commissions and distribution fees in amounts customary to the trade and
as required to do business in the country in which they are made; (iii) special
outbound packing, transportation, insurance, and handling charges, separately
billed to the Buyer or prepaid; and (iv) sales, excise, use, turnover,
inventory, value-added and similar taxes and duties, not including net income
tax.

1. Technical Integration.

      1.1 No later than sixty (60) days after the Effective Date, Concur and
Partner agree to jointly complete a development plan to integrate the Partner
Store and the Partner Catalog, as appropriate, with the Concur Commerce Network,
and specifying, among other things, the Launch Date. Concur shall also provide
to Partner all documentation necessary for Partner to become compliant with the
Concur Commerce Network. Partner has read and understood the "Supplier OnRamp"
documentation included in this Agreement as Exhibit A and agrees that the
Integration between Partner and Concur to be performed by the parties pursuant
to this Agreement shall be within the framework of and consistent with Exhibit
A. Concur reserves the right to modify Exhibit A at any time, at its sole
discretion. Concur shall notify Partner within sixty (60) days of making any
material change to Exhibit A.

      1.2 Partner acknowledges and agrees that the parties will use only those
protocols identified in Exhibit A as the required communication protocols
between the Partner Store and the Concur Commerce Network.

      1.3 Each of Partner and Concur agree to provide the other with at least
thirty (30) days notice of any change in its Application which it believes would
materially affect the Integration. The parties shall cooperate to implement any
necessary changes to the Integration in order to accommodate such changes in the
Application.

2. Resource Commitments.

      2.1 Each party agrees, as promptly as practicable after the Effective
Date, to make available to the other party a contact list with names and phone
numbers of selected of its employees to be involved in the relationship
contemplated by this Agreement, which shall include employees involved in sales
and marketing functions and in technical functions. Each party shall ensure that
its employees designated as contacts are reasonably qualified to perform the
particular duties required of them under this Agreement (e.g., the personnel
designated by each party as contacts for the technical integration duties
required under this Agreement shall have a level of skill and qualification
commensurate with the tasks required to be performed thereunder), and that the
number of such individuals shall be sufficient for it to meet its obligations
hereunder. The contact list, which in its initial form (subject to subsequent
modification) is set forth on Exhibit D, shall include, at a minimum, a
Partnership Relationship Manager who shall be the primary designated contact for
all matters arising in connection with this Agreement. The respective
Partnership Relationship Managers shall meet at least once per calendar quarter
to review progress made and the overall status of the partnership.


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      2.2 Each party also agrees to designate one of its employees (who may or
may not also be the Partnership Relationship Manager) as a primary contact for
customers, media, industry analysts, and other third parties, concerning the
relationship contemplated in this Agreement.

      2.3 The names of any individuals identified in the foregoing may be
changed by the naming party from time to time, upon written notice of such
change to the other party.

3. Business Terms and Consideration.

      3.1 In consideration for its participation in the Concur Commerce Network,
Partner agrees to the fee schedule set forth in Exhibit C. Concur reserves the
right, in its sole discretion and without liability to Partner, to (a) enter
into similar relationships as that contemplated in this Agreement with other
business partners on terms more or less favorable than those found herein or (b)
offer certain additional marketing and promotional opportunities, including but
not limited to, preferred supplier placement on the Concur Commerce Network,
advertising, or other promotional opportunities to any such supplier or business
partner.

      3.2 Partner agrees to provide access to the Partner Catalog via the Concur
Commerce Network for Buyers. For purposes of this Section, "access" shall mean
that Partner will take all reasonable steps to ensure that, subject to Partner's
standard terms and conditions, Buyers shall be able to purchase goods and
services through the Partner Store, including, without limitation, by
implementing such protocols as are identified on Exhibit A hereto.

      3.3 Partner warrants that, as to both the demonstration environment and
the production environment for the Partner Store, each Buyer or prospective
Buyer will experience at least 97% up-time in the Partner Store (not including
(a) scheduled Application upgrades by Partner or (b) any downtime scheduled by
Partner's data center hosting partner, if any). With respect to the foregoing,
"demonstration environment" shall not be construed to mean a development
environment, but rather a "mirror image" or replica of the production
environment. Partner will be in breach of the foregoing warranty if the Partner
Store fails to achieve 97% up-time (as measured over a period of a given month
based on 24 x 7 availability) in three consecutive months. Any such breach shall
be deemed to be an event of default warranting a termination for cause under
Section 6.2. Partner agrees to provide Concur in advance of each calendar
quarter during the term of this Agreement a schedule of planned down-times for
that quarter. In addition, Partner agrees to notify Concur promptly of any
unexpected downtime experienced by Partner with the Partner Store.

4. Marketing and Sales Efforts..

      4.1 Each party will actively and positively promote the relationship
contemplated by this Agreement, and the related products and services of the
other party. Such activities will include, but not be limited to, promotion in
connection with each party's marketing, public relations, and sales efforts
(including, where applicable, joint sales calls). The parties shall jointly
develop guidelines for such promotional activities prior to beginning such
promotion. If one party wishes to engage in promotional activities relating to
this relationship, or the products or services of the other party, which are not
covered by the guidelines then in effect, it shall seek the prior approval of
the other party. Without limiting the foregoing, the parties shall cooperate to
develop data sheets and appropriate marketing materials to describe the Partner
Store to be offered by Concur and Partner and, subject to the terms and
conditions of Section 5, each party shall be entitled to refer to each other and
this relationship on their web site, and in its marketing and sales tools.

      4.2 Partner agrees that it will, in cooperation with Concur, develop and
circulate a press release announcing the relationship between Partner and Concur
promptly after the


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Effective Date. The content of such press release shall be jointly developed by
Concur and Partner.

      4.3 (i) Concur will place a hypertext link to a web site designated by
Partner on the Concur partner web page. The textual and graphic content of these
links will be in the form specified below and will be provided to Concur by
Partner as a computer readable file in a compatible Hypertext Markup Language
(HTML) file format (such file is the Partner Image). Subject to the terms of
this Agreement, Partner hereby grants Concur a non-exclusive, non-transferable,
royalty-free license to use the Partner Image as embodied in the HTML file
delivered under this Section 4.3 for the purposes and subject to the conditions
set forth below.

            (ii) Partner will place a hypertext link to the Concur Home Page on
Partner's partner web page. The textual and graphic content of the link will be
in the form specified below and will be provided to Partner by Concur as a
computer readable file in a compatible HTML file format (such file is the Concur
Image). Subject to the terms of this Agreement, Concur hereby grants Partner a
non-exclusive, non-transferable, royalty-free license to use the Concur Image as
embodied in the HTML file delivered under this Section 4.3 for the purposes and
subject to the conditions set forth below.

      4.4 Concur and Partner agree to make their Partner Relationship Manager or
another suitable executive available for participation in (a) occasional
press/analyst calls; (b) at least two speaking engagements per year; (c) at
least one Concur user conference per year; and (d) at least one (1) Concur
supplier advisory meeting per year.

      4.5 At least twice per year, each party agrees to provide quotes for
inclusion in the others press releases.

      4.6 Partner agrees to cooperate with Concur to jointly develop a
co-branded presentation and demonstration (including a demonstration Web site)
to introduce the Partner Store to Buyers.

      4.7 During each year of the Agreement, Concur agrees to participate in
events sponsored by Partner that provide a forum for the marketing of the
Partner Store or Concur Software (e.g. user groups, vendor fairs, trade shows,
seminars). Partner and Concur will mutually agree upon the events in which
Concur will participate. Each party will be responsible for its own
out-of-pocket expenses incurred in connection with these events.

      4.8 Partner, at it's sole discretion, will allow Concur to include
information describing Concur's products and services in relevant marketing,
direct mail or other Partner campaigns that are aimed at its customers or
prospects. Concur will be responsible for the cost of production of such
information and the incremental costs associated with their delivery.

5. License.

      5.1 By Concur. Subject to the terms and conditions of this Agreement,
Concur hereby grants to Partner (a) a royalty-free, non-exclusive,
non-transferable license to use the Concur Software for the sole purpose of
testing and modifying the Partner Catalog as required to integrate the Partner
Catalog with the Concur Software in establishing the Partner Store and for
demonstration purposes, in accordance with the terms and conditions contained in
Concur's standard software license agreement attached hereto as Exhibit B; and
(b) a worldwide, royalty-free, non-exclusive, non-transferable license to
reproduce and display the Concur trademarks, service marks, trade names, and
logos (the "Concur Trademarks") solely as necessary and in connection with
Partners performance of its obligations under this Agreement. All such uses
shall be in accordance with Concur's trademark usage guidelines, unless
otherwise instructed by Concur. Such license shall terminate upon the effective
date of the expiration or termination of this Agreement.


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<PAGE>

      5.2 By Partner. Subject to the terms and conditions of this Agreement,
Partner hereby grants to Concur (a) a royalty-free, non-exclusive,
non-transferable license to use the Partner Catalog to offer Partner's goods and
services to Buyers through the Concur Commerce Network. Concur may use the
Partner Catalog and the information contained therein only in connection with
the marketing and promoting of Partner's goods and services in accordance with
this Agreement; and (b) a worldwide, royalty-free, non-exclusive,
non-transferable license to reproduce and display the Partner trademarks,
service marks, trade names, and logos (the "Partner Trademarks") solely as
necessary and in connection with Concur's performance of its obligations under
this Agreement. All such uses shall be in accordance with Partner's trademark
usage guidelines, unless otherwise instructed by Partner. Such license shall
terminate upon the effective date of the expiration or termination of this
Agreement.

6. Term and Termination.

      6.1 Term. The Agreement will have an initial term of twelve (12) months
from the Launch Date and shall automatically renew for successive periods of one
year, unless otherwise terminated as provided in the Agreement, and will be
subject to renegotiation by the parties thereafter. Either party may terminate
the Agreement for any reason or no reason upon providing written notice to the
other party not less than ninety (90) days prior to the date of termination of
the then-current term.

      6.2 Termination for Cause or Insolvency. If a party defaults in the
performance of any material provision of this Agreement, then the non-defaulting
party may give written notice to the defaulting party that if the default is not
cured within thirty (30) days, the Agreement will be terminated. If the
non-defaulting party gives such notice and the default is not cured during the
thirty (30) day period, then the Agreement shall automatically terminate at the
end of that thirty (30) day period. In addition, this Agreement shall terminate,
without notice, (i) upon the institution by or against Partner or Concur of
insolvency, receivership or bankruptcy proceedings or any other proceedings for
the settlement of such party's debts, which, if involuntary, are not dismissed
within ninety (90) days, (ii) upon Partner's or Concur's making an assignment
for the benefit of creditors, or (iii) upon either Partner's or Concur's
dissolution.

      6.3 Survival of Certain Terms. The provisions of Sections 6.3, 7, 9 and
10, shall survive the expiration or termination of this Agreement for any
reason. Section 8 will survive any termination or expiration of this Agreement
for a period of five (5) years.

7. Warranties; Limitation on Liability; Responsibilities.

      7.1 Power and Authority. Each party represents and warrants that (a) it
has the full right, power and authority to enter into this Agreement and to
discharge its obligations hereunder, and (b) it has not entered into any
agreement inconsistent with this Agreement or otherwise granted any third party
any rights inconsistent with the rights granted to the other parties under this
Agreement.

      7.2 Non-Infringement. Each party represents and warrants that (a) in the
case of Partner, the Partner Trademarks and the Partner Catalog, and, in the
case of Concur, the Concur Trademarks and the Concur Software, and any text,
graphics and any other material contributed by it to the Partner Store from time
to time (its "Contributed Materials") does not and will not infringe or violate
the Intellectual Property Rights of any third party, and that the other party's
exercise of its rights under this Agreement will not constitute an infringement
or violation of the Intellectual Property Rights of any third party; and (b) the
Contributed Materials do not and will not (i) contain any false, defamatory,
offensive, pornographic, or obscene material, or (ii) violate any applicable law
or regulation.

      7.3 Customer Service. Partner warrants that, in connection with any Buyer
transactions conducted with Partner, using the Concur Commerce Network, it will
provide such


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Buyers with a level of service (in areas which shall include, but not be limited
to, order accuracy, timeliness and completeness of order processing and
delivery, customer assistance, and exchange and refund policies) that is (a) as
good or better than that offered by Partner to its customers outside the scope
of this Agreement; and (b) consistent with generally accepted customer service
standards for Partner's industry. The parties agree that any breach of the
foregoing warranty shall constitute a material default under Section 6.2.

      7.4 No Other Warranties. EXCEPT FOR THE FOREGOING WARRANTIES AND ANY OTHER
EXPRESS WARRANTIES IN THIS AGREEMENT, THE PARTIES MAKE NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT. EACH PARTY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

      7.5 Limitation of Liability. IN NO EVENT SHALL ONE PARTY BE LIABLE TO THE
OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY
KIND UNDER ANY CAUSE OR ACTION (INCLUDING NEGLIGENCE), WHETHER OR NOT SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL
APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY. EXCEPT WITH RESPECT TO BREACH OF SECTION 8 AND THE INDEMNIFICATION
OBLIGATIONS OF SECTION 9, THE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT WILL
IN NO EVENT EXCEED THE GREATEST AMOUNT OF THE TOTAL PAYMENTS RECEIVED BY A PARTY
DIRECTLY FROM THE OTHER PARTY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH
PERIOD PRIOR TO THE DATE SUCH LIABILITY IS FINALLY DETERMINED.

      7.6 Partner's Responsibility for Its Goods and Services. Where, by the
terms of the specific arrangement between Concur and Partner under this
Agreement, Concur is not involved in the actual transaction between any Buyer
and Partner, the following provision shall apply: The parties agree that Concur
shall not have any responsibility whatsoever with regard to the actual
fulfillment of any orders, including but not limited to the shipment of the
items ordered. As a result, Concur has no control over the quality, safety or
legality of the products listed, the truth or accuracy of the listings, the
ability of Partner to sell items or the ability of a Buyer to buy items. Concur
cannot and does not control whether or not Buyers will complete the purchase of
items they have ordered. In the event of any claim brought by a Buyer or any
other third party in relation to the listing by Partner of any item on the
Partner Store, Partner hereby indemnifies Concur, its affiliates, customers,
employees, successors and assigns (all referred to as "Concur") against any
losses, damages, claims, fines, penalties and expenses (including reasonable
attorneys' fees) arising from Partner's negligence or willful misconduct;
provided that, as to any product liability claim, Partner shall indemnify Concur
to no less an extent than Partner itself is indemnified by any third party.

      7.7 Transaction Responsibilities. Partner acknowledges and agrees that it
will be solely responsible for all aspects of marketing, offering and selling
its products and services featured on the Partner Store, including but not
limited to, order taking, order fulfillment, shipping, product delivery,
invoicing, or billing, product returns or replacement, customer service, and
payment collection for all goods and services, payment of any assessments, taxes
and related fees and charges. Partner hereby agrees to indemnify, defend and
hold Concur harmless with respect to any losses, damages, claims, fines,
penalties and expenses related to the foregoing. Partner further acknowledges
and agrees that it shall keep track of and record every Buyer (for this purpose,
not individuals) who accesses the Partner Store and the purchases of products
and services made by such Buyers (through the use of such Buyer's URL).

8. Confidentiality.


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      8.1 Nondisclosure. Each party shall treat as confidential all Confidential
Information of the other party, shall not use such Confidential Information
except as set forth herein, and shall use reasonable efforts not to disclose
such Confidential Information to any third party. Without limiting the
foregoing, each of the parties shall use at least the same degree of care which
it uses to prevent the disclosure of its own confidential information of like
importance to prevent the disclosure of Confidential Information disclosed to it
by the other party under this Agreement. Each party shall promptly notify the
disclosing party of any actual or suspected misuse or unauthorized disclosure of
such disclosing party's Confidential Information. Upon expiration or termination
of this Agreement, each party shall return all Confidential Information received
from the other party to the disclosing party.

      8.2 Exceptions. Notwithstanding the above, no party shall have liability
to the others with regard to any Confidential Information of the others which
the receiving party can prove: (i) was in the public domain at the time it was
disclosed or has entered the public domain through no fault of the receiving
party; (ii) was known to the receiving party, without restriction, at the time
of disclosure, as demonstrated by files in existence at the time of disclosure;
(iii) is disclosed with the prior written approval of the disclosing party; (iv)
was independently developed by the receiving party without any use of the
Confidential Information, as demonstrated by files created at the time of such
independent development; (v) becomes known to the receiving party, without
restriction, from a source other than the disclosing party without breach of
this Agreement by the receiving party and otherwise not in violation of the
disclosing party's rights; or (vii) is disclosed pursuant to the order or
requirement of a court, administrative agency, or other governmental body;
provided, however, that the receiving party shall provide prompt notice thereof
to the disclosing party to enable the disclosing party to seek a protective
order or otherwise prevent or restrict such disclosure. In addition, Concur
shall have the right to disclose the terms and conditions of this Agreement in
documents filed with the Securities and Exchange Commission if Concur deems such
disclosure to be advisable; provided, however, that Concur will make such
documents available to Partner for review by Partner from time to time during
the term of this Agreement.

      8.3 Remedies. Any breach of the restrictions contained in this Section 8
is a breach of this Agreement that may cause irreparable harm to the
nonbreaching party. Any such breach shall entitle the nonbreaching party to
injunctive relief in addition to all legal remedies.

9. Indemnification. Each party shall be solely responsible for, and shall
indemnify and hold the other party free and harmless from, any and all claims,
damages or lawsuits (including attorneys' fees) arising out of the negligent or
wrongful acts of such party, its employees or its agents under this Agreement,
including, without limitation, claims by third parties against such party as a
result of such party's (a) representation of the products or services of the
other in a manner inconsistent with the other party's published descriptions and
warranties, or (b) marketing of the Partner Store inconsistent with the terms of
this Agreement; provided, that such party is provided with (i) prompt written
notice of such claim or action, (ii) sole control and authority over the defense
or settlement of such claim or action and (iii) proper and full information and
reasonable assistance to defend and/or settle any such claim or action.

10. Miscellaneous.

      10.1 Successors and Assigns. No party will have the right to assign this
Agreement without the prior written consent of the other parties; provided, that
both parties shall have the right to assign its rights, obligations and
privileges hereunder to a successor in business or an acquirer of all or
substantially all of its business or assets to which this Agreement pertains
without obtaining the consent of Partner. However, should either party be
acquired by a direct competitor of the other (as reasonably identified by the
non-acquired party), the non-acquired party may terminate this agreement upon 60
days written notice. Subject to the foregoing, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns


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<PAGE>

any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.

      10.2 Governing Law. This Agreement shall be governed, construed and
interpreted in accordance with the laws of the State of Washington, without
giving effect to principles of conflicts of law.

      10.3 Arbitration. Any dispute or claim arising out of or in connection
with this Agreement will be finally settled by binding arbitration in a location
mutually agreed upon by the parties in accordance with the then-current
Commercial Arbitration Rules of the American Arbitration Association by three
arbitrators appointed in accordance with said rules. Each party shall select one
such arbitrator, and the two arbitrators so chosen shall select the third
arbitrator. The arbitrators shall apply Washington law, without reference to
rules of conflicts of law or rules of statutory arbitration, to the resolution
of any dispute. Judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. Notwithstanding the foregoing, the
parties may apply to any court of competent jurisdiction for preliminary or
interim equitable relief, or to compel arbitration in accordance with this
paragraph, without breach of this arbitration provision.

      10.4 Notices. Any notice required or permitted by this Agreement shall be
in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile or
electronic mail transmission, or forty-eight (48) hours after being deposited in
the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, if such notice is addressed to the party
to be notified at such party's address, facsimile number or electronic mail
address as set forth below, or as subsequently modified by written notice.

Concur:                            Partner:

Concur Technologies, Inc.          RoweCom, Inc.
6222 185th Avenue Northeast        15 Southwest Park
Redmond, WA 98052                  Westwood, MA 02090
Tel: (425) 702-8808                (617) 497-5800
Fax: (425) 702-8828                (617) 497-6825
Attention: Legal Department        Attn: CFO

      10.5 Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith, in order to maintain the economic position enjoyed by
each party as close as possible to that under the provision rendered
unenforceable. In the event that the parties cannot reach a mutually agreeable
and enforceable replacement for such provision, then (i) such provision shall be
excluded from this Agreement, (ii) the balance of the Agreement shall be
interpreted as if such provision were so excluded and (iii) the balance of the
Agreement shall be enforceable in accordance with its terms.

      10.6 Entire Agreement. This Agreement is the product of both parties
hereto, and constitutes the entire agreement among such parties pertaining to
the subject matter hereof, and merges all prior negotiations and drafts of the
parties with regard to the transactions contemplated herein. Any and all other
written or oral agreements existing among the parties hereto regarding such
transactions are expressly canceled. Any term of this Agreement may be amended
or waived only with the written consent of the parties or their respective
permitted successors and assigns.

      10.7 Advice of Legal Counsel. Each party acknowledges and represents that,
in executing this Agreement, it has had the opportunity to seek advice as to its
legal rights from legal counsel and that the person signing on its behalf has
read and understood all of the terms and


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<PAGE>

provisions of this Agreement. This Agreement shall not be construed against any
party by reason of the drafting or preparation thereof.

      10.8 Independent Contractors. The relationship of the parties is that of
independent contractors, and nothing contained in this Agreement shall be
construed to (i) give one party the power to direct or control the day-to-day
activities of the other, (ii) constitute the parties as partners, joint
venturers, co-owners or otherwise as participants in a joint undertaking, or
(iii) allow one party to create or assume any obligation on behalf of the other
party for any purpose whatsoever. Nothing in this Agreement shall prohibit
either party, its agents or representatives from entering into the same or
similar agreements with any other party.


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IN WITNESS WHEREOF, the parties have agreed to and executed this Agreement as of
the date first set forth below.

PARTNER                            CONCUR TECHNOLOGIES, INC.

Signature:______________________   Signature:______________________

Name:___________________________   Name:___________________________

Title:__________________________   Title:__________________________

Date:___________________________   Date:___________________________


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