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                                                                    Exhibit 10.5


[LOGO] NatWest                                           Debenture Secs 1 (9/98)

THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE
SIGNING AND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND. IF YOU SIGN AND THE BANK
IS NOT PAID YOU MAY LOSE THE ASSET(S) CHARGED.

Date:                   17 December 2001

Definitions

Bank:                   National Westminster Bank Plc

Company:                Bottomline Technologies Europe Limited Company No:
                        01911956

Company's               Obligations: All the Company's liabilities to the Bank
                        of any kind and in any currency (whether present or
                        future actual or contingent and whether incurred alone
                        or jointly with another) together with the Bank's
                        charges and commission Interest and Expenses

Expenses:               All expenses (on a full indemnity basis) incurred by the
                        Bank or any Receiver at any time in connection with the
                        Property or Company's Obligations or in taking or
                        perfecting this deed or in preserving defending or
                        enforcing the security created by this deed or in
                        exercising any power under this deed or otherwise with
                        Interest from the date they are incurred

Interest:               Interest at any rate(s) charged to the Company by the
                        Bank from time to time

Property:               The whole and any part of the undertaking property and
                        assets of the Company charged by Clause 1

Registered Land:        Description of property       Land Registry Title Number

Required Currency:      The currency or currencies in which the Company's
                        Obligations are expressed from time to time

Charge

1           The Company covenants to discharge on demand the Company's
            Obligations and as a continuing security for such discharge and with
            full title guarantee charges to the Bank:-

1.1         By way of legal mortgage all the freehold and leasehold property now
            vested in or charged to the Company including any Registered Land

1.2         By way of fixed charge all estates or interests in any freehold and
            leasehold property now and in the future vested in or charged to the
            Company except the property charged by Clause 1.1

1.3         By way of fixed charge all the plant machinery and fixtures and
            fittings of the Company present and future

1.4         By way of fixed charge all furniture furnishings equipment tools and
            other chattels of the Company present and future not regularly
            disposed of in the ordinary course of business

1.5         By way of fixed charge all the goodwill and uncalled capital of the
            Company present and future

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1.6         By way of fixed charge all stocks shares and other securities of the
            Company present and future

1.7         By way of fixed charge all intellectual property rights choses in
            action and claims of the Company present and future and the proceeds
            of any insurance from time to time affecting the Property

1.8         By way of fixed charge the benefit of any currency or interest rate
            swap cap or collar or other hedging agreement or any futures
            transaction or treasury instrument made with the Bank or any third
            party

1.9         By way of fixed charge all book debts and other debts of the Company
            present and future and the proceeds of payment or realisation of
            each of them until the receipt of the proceeds from time to time
            into an account in accordance with Clause 4.2

1.10        By way of fixed charge all funds standing to the credit of the
            Company from time to time on any account with the Bank or any other
            bank or financial institution or organisation including all receipts
            from time to time paid into an account in accordance with Clause
            4.2.

1.11        By way of floating charge all the undertaking and all property
            assets and rights of the Company present and future not subject to a
            fixed charge under this deed

Restrictions

2.1         The Company will not without the previous written consent of the
            Bank:-

2.1.1       Create or permit to arise any mortgage charge or lien on the
            Property

2.1.2       Dispose of the Property charged by Clauses 1.1 to 1.10 inclusive

2.1.3       Deal with the Company's book debts and other debts otherwise than by
            collecting them in the ordinary course of the Company's business and
            in particular the Company will not realise its book debts and other
            debts by means of block discounting factoring or the like

2.1.4       Dispose of the Property charged by Clause 1.11 other than in the
            ordinary course of business

2.1.5       Grant or accept a surrender of any lease or license of or part with
            or share possession or occupation of its freehold and leasehold
            property or any part of it

2.2         The Company requests the Chief Land Registrar to enter a restriction
            on the Register of any Registered Land that except under an order of
            the Registrar no disposition by the proprietor(s) of the land is to
            be registered without the consent of the registered proprietor of
            this deed

Insurance

3.1         The Company will keep comprehensively insured to the Bank's
            reasonable satisfaction all of the Property which is of an insurable
            nature for its full reinstatement cost and in default the Bank may
            enter and effect such insurance (without becoming liable to account
            as mortgagee in possession)

3.2         The Company will hold in trust for the Bank all money received under
            any insurance of the Property and at the Bank's option will apply
            the same in making good the relevant loss or damage or in or towards
            discharge of the Company's Obligations

Deeds Securities and Debts

4.1         The Company will from time to time deposit with the Bank all
            insurance policies (or where the Bank agrees copies of them) deeds
            and documents of title relating to the Property

4.2         The Company will pay into the Company's account with the Bank (or
            such other account as the Bank may specify from time to time) all
            money which the Company may receive in respect of the Company's book
            debts and other debts

Repair and Alteration

5.1         The Company will keep the Property charged by Clauses 1.1 to 1.4
            inclusive in good condition and in default the Bank may enter and
            effect repairs (without becoming liable to account as mortgagee in
            possession)

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5.2         The Company will not without prior written consent of the Bank make
            any alteration to the Property charged by Clauses 1.1 and 1.2 which
            would require Planning Permission or approval under any Building
            Regulations

Notice of Crystallisation

6           The Bank may by written notice to the Company convert the floating
            charge into a fixed charge as regards any of the Property specified
            in the notice

Powers of the Bank

7.1         The Bank may without restriction grant or accept surrenders of
            leases of the Company's freehold and leasehold property or any part
            of it

7.2         Section 103 of the Law of Property Act 1925 shall not apply and the
            Bank may exercise its power of sale and other powers under that or
            any other Act or this deed at any time after the date of this deed

7.3         The Bank may under the hand of any official or manager or by deed
            appoint or remove a Receiver or Receivers of the Property and may
            fix and pay the fees of a Receiver but any Receiver shall be deemed
            to be the agent of the Company and the Company shall be solely
            responsible for the Receiver's acts defaults and remuneration

7.4         All or any of the powers conferred on a Receiver by Clause 8 may be
            exercised by the Bank without first appointing a Receiver or
            notwithstanding any appointment

7.5         The Bank will not be liable to account to the Company as mortgagee
            in possession for any money not actually received by the Bank

7.6         Section 93(1) of the Law of Property Act 1925 shall not apply to
            this deed

7.7         In addition to any lien or right to which the Bank may be entitled
            by law the Bank may from time to time without notice and both before
            and after demand set off the whole or any part of the Company's
            Obligations against any deposit or credit balance or any account of
            the Company with the Bank (whether or not that deposit or balance is
            due to the Company)

7.8         Despite any term to the contrary in relation to any deposit or
            credit balance on any account of the Company with the Bank that
            deposit or balance will not be capable of being assigned dealt with
            mortgaged or charged and will not be repayable to the Company before
            all the Company's Obligations have been discharged but the Bank may
            without prejudice to this deed permit the Company to make
            withdrawals from time to time

7.9         The Bank may exchange or convert to the Required Currency and
            currency held or received

Receivers

8.1         Any Receiver appointed by the Bank shall be a Receiver and Manager
            and shall (in addition to all powers conferred on him by law) have
            the following powers which in the case of Joint Receivers may be
            exercised jointly or severally:-

8.1.1       To take possession of and generally manage the Property and any
            business of the Company

8.1.2       To carry out on any freehold or leasehold property of the Company
            any new works or complete any unfinished works of building
            reconstruction maintenance furnishing or equipment

8.1.3       To purchase or acquire any land or other property and purchase
            acquire grant or release any interest in or right over land or the
            benefit of any covenants (positive or restrictive) affecting land

8.1.4       To sell lease surrender or accept surrenders of leases charge or
            otherwise deal with or dispose of the Property without restriction
            including (without limitation) power to dispose of any fixtures
            separately from the land

8.1.5       To carry into effect and complete any transaction by executing deeds
            or documents in the name of or on behalf of the Company

8.1.6       To take continue or defend any proceedings and enter into any
            arrangement or compromise

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8.1.7       To insure the Property and any works and effect indemnity insurance
            or other similar insurance and obtain bonds and give indemnities and
            security to any bondsmen

8.1.8       To call up any uncalled capital of the Company with all the powers
            conferred by the Articles of Association of the Company in relation
            to calls

8.1.9       To employ advisers consultants managers agents workmen and others

8.1.10      To purchase or acquire materials tools equipment goods or supplies

8.1.11      To borrow any money and secure the payment of any money in priority
            to the Company's Obligations for the purpose of the exercise of any
            of his powers

8.1.12      To do any other acts which the Receiver may consider to be
            incidental or conducive to any of his powers or to the realisation
            of the Property

8.2         A Receiver shall apply all money he receives first in the repayment
            of all money borrowed by him and his expense and liabilities and in
            payment of his fees and secondly towards the remaining matters
            specified in Section 109(8) of the Law of Property Act 1925

Power of Attorney

9           The Company irrevocably appoints the Bank and any Receiver severally
            to be the Attorney of the Company (with full power of substitution
            and delegation) in the Company's name and on the Company's behalf
            and as the Company's act and deed to sign or execute all deeds
            instruments and documents or take continue or defend any proceedings
            which may be required by the Bank or any Receiver pursuant to this
            deed or the exercise of any of their powers

Appropriation

10.1        Subject to Clause 10.2 the Bank may appropriate all payments
            received for the account of the Company in reduction of any part of
            the Company's Obligations as the Bank decides

10.2        The Bank may open a new account or accounts upon the Bank receiving
            actual or constructive notice of any charge or interest affecting
            the Property. Whether or not the Bank opens any such account no
            payment received by the Bank after receiving such notice shall (if
            followed by any payment out of or debit to the relevant account) be
            appropriated towards or have the effect of discharging any part of
            the Company's Obligations outstanding at the time of receiving such
            notice

Preservation of other Security and Rights and Further Assurance

11.1        This deed is in addition to any other security present or future
            held by the Bank for the Company's Obligations and shall not merge
            with or prejudice such other security or any contractual or legal
            rights of the Bank

11.2        The Company will at its own cost at the Bank's request execute any
            deed or document and take any action required by the Bank to perfect
            this security or further to secure on the Property the Company's
            Obligations

Memorandum and Articles of Association

12          The Company certifies that this deed does not contravene the
            Company's Memorandum and Articles of Association

Notices

13.1        Any notice or demand by the Bank may be served personally on any
            director or the secretary of the Company or may be sent by post or
            fax or delivered to the Company at the Company's address last known
            to the Bank

13.2        A notice or demand by the Bank by post shall be deemed served on the
            day after posting

13.3        A notice or demand by the Bank by fax shall be deemed served at the
            time of sending

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Governing Law

14          This deed shall be governed by and construed in accordance with
            English Law

Interpretation

15.1        The expressions "Company" and "Bank" where the context admits
            include their respective successors in title and assigns

15.2        Interest will be calculated both before and after demand or judgment
            on a daily basis and compounded according to agreement or in the
            absence of agreement monthly on such days as the Bank may select

15.3        References to the "Property" include any part of it

15.4        References to freehold and leasehold property include all covenants
            and rights-affecting or concerning the same

15.5        Each of the provisions of this deed shall be severable and distinct
            from one another and if one or more of such provisions is invalid or
            unenforceable the remaining provisions shall not in any way be
            affected

In Witness of which this deed has been duly executed

Signed and Delivered as a deed by the Company acting by a
director and its secretary or two directors


/s/ P. Fortune
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Director

/s/ S.J. Cutler
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Secretary/Director

(Please ensure the document is dated)


/s/ [ILLEGIBLE]
--------------------------------
Duly  Authorized Official

For and on behalf of the Bank

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National Westminster Bank Plc releases to the within named Company the
undertaking and other property and assets comprised in the within written
document

For and on behalf of National Westminster Bank Plc


--------------------------------
Duly Authorized Official

Date