EXHIBIT
10.28


 


THIS
WARRANT 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, PLEDGED
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO PURCHASESOFT, INC. THAT
SUCH REGISTRATION IS NOT REQUIRED.


 


 


October 16, 2003


 


 


PURCHASESOFT, INC.


 


COMMON STOCK PURCHASE WARRANT


 


Void after April 15st, 2004


 


This Warrant (the “Warrant”) entitles Steven A.
Flagg (the “Holder”), for value received, to purchase from PURCHASESOFT,
INC., a Delaware corporation (the “Company”), at any time during the
period starting from October 16, 2003 (the “Commencement Date”),
to 5:00 p.m., Delaware time, on April 15st, 2004 (the “Expiration
Date”), at which time this Warrant shall expire and become void, 75,000
shares of the Company’s common stock, $0.01 par value per share (the
“Stock”), subject to adjustment as set forth herein (the “Warrant
Shares”).  This Warrant shall be
exercisable at the price per share as determined in Section 1 hereof,
subject to adjustment as set forth herein (the “Exercise Price”).  This Warrant also is subject to the
following terms and conditions:


 


1.                                      Warrant
Exercise Price.  This Warrant shall
be exercisable at $0.01 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 be
exercised in whole or in part at any time from and after the Commencement Date
and before the Expiration Date. 
Exercise shall be by presentation and surrender to the Company at its principal
office of this Warrant and the subscription form annexed hereto, executed by
the Holder, together with payment to the Company in accordance with
Section 3 or 4 hereof in an amount equal to the product of the Exercise
Price multiplied by the number of Warrant Shares being purchased upon such
exercise.  It shall be a condition
precedent to the exercise of this Warrant, in whole or in part, that the Holder
shall deliver to the Company a certificate certifying that the representations
set forth in Section 10 hereof are true and correct as of the date of such
exercise.  If this Warrant is exercised
in part only, the Company shall, as soon as practicable after presentation of
this Warrant upon such exercise, execute and deliver a new Warrant, dated the date
hereof, evidencing the right of the Holder to purchase the balance of the
Warrant Shares purchasable hereunder upon the same terms and conditions herein
set forth.  Upon and as of receipt by
the Company of such properly completed and duly executed purchase form
accompanied by payment as herein provided, the Holder shall be deemed to be the
Holder of record of the Warrant Shares issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such Warrant Shares shall not then
actually be delivered to the Holder.


 


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


 


4.                                      Net
Issue Exercise.  Notwithstanding any
provision other than Section 2.2 to the contrary, in lieu of exercising
this Warrant for cash or cancellation of indebtedness, the Holder may elect by
the surrender of this Warrant, or a portion of this Warrant, to the Company at
the principal office of the Company, with the net issue exercise notice annexed
hereto duly executed, to receive, without the payment by the Holder of any
additional consideration, such number of fully paid and nonassessable Warrant
Shares as is computed using the following formula:


 


	
  X =

  	
  Y(A-B)

  	
   

  
	
   

  	
  A

  	
   

  



 


	
  where:

  	
   

  	
  X =

  	
   

  	
  the number of Warrant Shares to be issued
  to the Holder pursuant to this Section 4.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Y =

  	
   

  	
  the number of shares of Stock covered by
  this Warrant or, if only a portion of the Warrant is being

  exercised, the number of shares of Stock for which the Warrant is then being
  exercised pursuant to

  



 


1

















 


	
   

  	
   

  	
   

  	
   

  	
  the net issue exercise election made
  pursuant to this Section 4 (at the date of such calculation).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A =

  	
   

  	
  the fair market value of one share of Stock
  (at the date of such calculation).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B =

  	
   

  	
  the Exercise Price in effect under this
  Warrant at the time the net issue exercise election is made

  pursuant to this Section 4.

  



 


For the purposes of this Section 4, the fair market value of one
share of Stock as of a particular date (the “Determination Date”) shall be
determined by the Company’s Board of Directors in good faith; provided,
however, that (i) if, as of the Determination Date, there has been a
public market for the Stock for at least 11 trading days, the fair market value
per share shall be the average of the closing prices (or bid prices if there
are no such closing prices) of the Stock quoted in the over-the-counter market
summary or the closing price quoted on the Nasdaq National Market or on the
primary national securities exchange on which the Stock is then listed,
whichever is applicable, as published in the New York City Edition of the Wall
Street Journal (or, if not so reported, as otherwise reported by the Nasdaq
National Market) for the 10 trading days prior to the Determination Date; and
(ii) if the Determination Date is the date on which the Stock is first
sold by the Company in a firm commitment public offering under the Securities
Act of 1933, as amended (the “Act”), or if there has been a public market for
the Stock for fewer than 11 trading days, the fair market value shall be the
initial public offering price (before deducting commissions, discounts or
expenses).


 


5.                                      Adjustment
of Exercise Price.  The Exercise
Price shall be subject to adjustment from time to time upon the happening of
certain events as follows:


 


5.1.                            Subdivision
or Combination of Stock.  If at any
time or from time to time after the Commencement Date, the Company shall
subdivide its outstanding shares of Stock, the Exercise Price in effect
immediately prior to such subdivision shall be reduced proportionately and the
number of Warrant Shares (calculated to the nearest whole share) shall be
increased proportionately, and conversely, in the event the outstanding shares
of Stock shall be combined into a smaller number of shares, the Exercise Price
in effect immediately prior to such combination shall be increased
proportionately and the number of Warrant Shares (calculated to the nearest
whole share) shall be decreased proportionately.


 


5.2                               Adjustment
for Stock Dividends.  If at any time
after the Commencement Date the Company shall declare a dividend or make any
other distribution upon any class or series of stock of the Company payable in
shares of Stock or securities convertible into shares of Stock, the Exercise
Price and the number of shares to be obtained upon exercise of this Warrant
shall be adjusted proportionately to reflect the issuance of any shares of
Stock or convertible securities, as the case may be, issuable in payment of
such dividend or distribution.


 


5.3                               Reorganization,
Reclassification, Consolidation, Merger or Sale.  In the event of any reorganization of the capital stock of the
Company, a consolidation or merger of the Company with another corporation
(other than a merger in which the Company is the surviving corporation), the
sale of all or substantially all of the Company’s assets or any transaction
involving the transfer of a majority of the voting power over the capital stock
of the Company effected in a manner such that holders of Stock shall be
entitled to receive stock, securities, or other assets or property, in each
case, at any time after the Commencement Date, then, as a condition of such
reorganization, reclassification, consolidation, merger, sale or transaction,
lawful and adequate provision shall be made whereby the Holder hereof shall
have the right to purchase and receive (in lieu of the shares of the Stock
of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby) such shares of stock, securities or
other assets or property as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Stock equal to the number
of shares of such Stock immediately theretofore purchasable and 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 of the Holder such that the provisions
hereof (including, without limitation, provisions for adjustments of the
Exercise Price and of the number of shares purchasable and receivable upon the
exercise of this Warrant) thereafter shall be 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.  The Exercise
Price shall be subject to adjustment upon the issuance of Stock or Convertible
Securities so long as any Warrant is then issued and outstanding.


 


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


 


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


 


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


 


2

















 


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


 


(i)                                    pursuant
to Options or Convertible Securities outstanding on the Commencement Date;


 


(ii)                                to
directors, officers or employees of, or consultants to, the Corporation
pursuant to a stock grant or option plan or other employee stock incentive
program (collectively, the “Plans”) approved by the Board of Directors, subject
to adjustment for all subdivisions and combinations;


 


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


 


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


 


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


 


(c)                                  Issuance
of Securities Deemed to be an Issuance of Additional Shares of Stock.


 


(1)                                 Options
and Convertible Securities.  In the
event the Company at any time or from time to time after the Commencement Date
shall issue any Options or Convertible Securities or shall fix a record date
for the determination of holders of any class of securities entitled to receive
any such Options or Convertible Securities, then the maximum number of shares
(as set forth in the instrument relating thereto without regard to any
provisions contained therein for a subsequent adjustment of such number) of
Stock issuable upon the exercise of such Options or, in the case of Convertible
Securities and Options therefor, the conversion or exchange of such Convertible
Securities, shall be deemed to be Additional Shares of Stock issued as of the
time of such issue or, in case such a record date shall have been fixed, as of
the close of business on such record date, provided that in any such case in
which Additional Shares of Stock are deemed to be issued:


 


(i)                                    no
further adjustment in the Exercise Price shall be made upon the subsequent
issue of Convertible Securities or shares of Stock upon the exercise of such
Options or conversion or exchange of such Convertible Securities;


 


(ii)                                if
such Options or Convertible Securities by their terms provide, with the passage
of time or otherwise, for any increase or decrease in the consideration payable
to the Company or in the number of shares of Stock issuable upon the exercise,
conversion or exchange thereof, the applicable Exercise Price computed upon the
original issue thereof (or upon the occurrence of a record date with respect
thereto), and any subsequent adjustments based thereon, shall, upon any such
increase or decrease becoming effective, be recomputed to reflect such increase
or decrease insofar as it affects such Options or the rights of conversion or
exchange under such Convertible Securities.


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


 


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


 


(ii)                                in
the case of Options for Convertible Securities, only the Convertible
Securities, if any, actually issued upon the exercise thereof were issued at
the time of issue of such Options, and the consideration received by the
Company for the Additional Shares of Stock actually deemed to have been then
issued was the consideration actually received by the Company for the issue of
all such Options, whether or not exercised, plus the consideration actually
received by the Company upon the issue of the Convertible Securities with
respect to which such Options were actually exercised.


 


3

















 


(3)                                 No
readjustment pursuant to clause (2) above shall have the effect of increasing
the Exercise Price to an amount which exceeds the lower of (x) such
Exercise Price on the original adjustment date, or (y) such Exercise Price
that would have resulted from any issuance of Additional Shares of Stock
between the original adjustment date and such readjustment date.


 


(4)                                 In
the case of any Options which expire by their terms not more than 30 days after
the date of issue thereof, no adjustment of the Exercise Price shall be made
until the expiration or exercise of all such Options; provided, however, that
this clause (4) shall not apply to Options that are issued within 30 days of a
transaction described under Section 5.4(c)(1) or (2) hereof.


 


(d)                                  Adjustment
of Exercise Price Upon Issuance of Additional Shares of Stock.  In the event the Company shall issue
Additional Shares of Stock (including Additional Shares of Stock deemed to be
issued pursuant to Section 5.4(c)) without consideration or for a
consideration 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 Price
by a fraction:


 


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


 


(2)                                 the
denominator of which shall be (i) the number of shares of Stock outstanding
immediately prior to the issuance of such Additional Shares of Stock
(calculated on a fully diluted basis assuming the exercise or conversion of all
Options or Convertible Securities which are exercisable 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.  For purposes of
this Section 5.4, the consideration received by the Company for 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 computed at the aggregate amount of cash received by
the Company excluding amounts paid or payable for accrued interest or accrued
dividends;


 


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


 


(iii)                            in the
event Additional Shares of Stock are issued together with other shares or
securities or other assets of the Company for consideration which covers both,
be the proportion of such consideration so received, computed as provided in
clauses (i) and (ii) above, as determined in good faith by the Board of
Directors.


 


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


 


(i)                                    the
total amount, if any, received or receivable by the Company as consideration
for the issue of such Options or Convertible Securities, plus the minimum
aggregate amount of additional consideration (as set forth in the instruments
relating thereto, without regard to any provision contained therein for a
subsequent adjustment of such consideration) payable to the Company upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities, or in the case of Options for Convertible Securities, the exercise
of such Options for Convertible Securities and the conversion or exchange of
such Convertible Securities, by


 


(ii)                                the
maximum number of shares of Stock (as set forth in the instruments relating
thereto, without regard to any provision contained therein for a subsequent
adjustment of such number) issuable upon the exercise of such Options or the
conversion or exchange of such Convertible Securities.


 


5.5                               Minimal
Adjustments.  No adjustment in the
Exercise Price subject to this Warrant shall be made if such adjustment would
result in a change in the number of shares represented by this Warrant of less
than one share (the 


 


4

















 


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


 


5.6                               Certificate
as to Adjustments.  Upon the
occurrence of each adjustment or readjustment of the Exercise Price pursuant to
this Section 5, the Warrant shall, without any action on the part of the
holder thereof, be adjusted in accordance with this Section 5, and the
Company promptly shall compute such adjustment or readjustment in accordance
with the terms hereof and prepare and furnish to the Holder a certificate
setting forth such adjustment or readjustment, showing in detail the facts upon
which such adjustment or readjustment is based.


 


6.                                      Notices
of Record Date.  Upon (a) any
establishment by the Company of a record date of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend or other distribution, or right or option to acquire
securities of the Company, or any other right, or (b) any capital
reorganization, reclassification, recapitalization, merger or consolidation of
the Company with or into any other corporation, any transfer of all or
substantially all the assets of the Company, or any voluntary or involuntary dissolution,
liquidation or winding up of the Company, the Company shall mail to the Holder
at least 10 days, or such longer period as may be required by law, prior to the
record date specified therein, a notice specifying (i) the date established as
the record date for the purpose of such dividend, distribution, option or right
and a description of such dividend, distribution, option or right, (ii) the
date on which any such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding up is expected to
become effective and (iii) the date, if any, fixed as to when the holders of
record of Stock (or other securities at that time receivable upon exercise of
the Warrant) shall be entitled to exchange their shares of Stock (or such other
stock or securities) for securities or other property deliverable upon such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding up.


 


7.                                      No
Dilution or Impairment.  The Company
will not, by amendment of its Certificate of Incorporation or By-Laws or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all action as may be necessary or appropriate
in order to protect the rights of the Holder against dilution, or other
impairment.


 


8.                                      Fractional
Shares.  The Company shall not issue
any fractional shares nor scrip representing fractional shares upon exercise of
any portion of this Warrant.


 


9.                                      Representations,
Warranties and Covenants.  This
Warrant is issued and delivered by the Company and accepted by each Holder on
the basis of the following representations, warranties and covenants made by
the Company:


 


9.1                               Authority.  The Company has all necessary authority
to issue, execute and deliver this Warrant and to perform its obligations
hereunder.  This Warrant has been duly
authorized, issued, executed and delivered by the Company and is the valid and
binding obligation of the Company, enforceable in accordance with its terms.


 


9.2  Reservation of Warrant Shares.  The Warrant Shares issuable upon
the exercise of this Warrant have been (and any securities issuable or
deliverable upon conversion of such Warrant Shares, upon issuance or delivery,
will be) duly authorized and reserved for issuance by the Company and, when
issued in accordance with the terms hereof, will be validly issued, fully paid
and nonassessable.


 


10.                               Investment
Representations.


 


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


 


10.2                        Securities
Not Registered.  The Holder
understands that the Warrant has not been registered under the Act on the basis
that no distribution or public offering of the stock of the Company is to be
effected.  The Holder realizes that the
basis for the exemption may not be present if, notwithstanding its
representations, it has in mind merely acquiring the securities for a fixed or
determinable period in the future, or for a market rise, or for sale if the
market does not rise.  The Holder has no
such intention.


 


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


 


5

















 


10.4                        Rule
144.  The Holder is aware that
neither the Warrant nor Warrant Shares may be sold pursuant to Rule 144 adopted
under the Act unless certain conditions are met and until the Holder has held
the Warrant Shares for at least one year. 
Among the conditions for use of the Rule is the availability of current
information to the public about the Company.


 


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


 


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


 


11.1                        Restrictions
on Transfer.  This Warrant may be transferred,
in whole or in part, subject to the following restrictions.  This Warrant and the Warrant Shares or any
other securities (“Other Securities”) received upon exercise of this Warrant
shall be subject to restrictions on transferability until registered under the
Act, unless an exemption from registration is available.  Until this Warrant and the Warrant Shares or
Other Securities are so registered, this Warrant and any certificate for
Warrant Shares or Other Securities issued or issuable upon exercise of this
Warrant shall contain a legend on the face thereof, in form and substance
satisfactory to counsel for the Company, stating that this Warrant, the Warrant
Shares or Other Securities may not be sold, transferred or otherwise disposed
of unless, in the opinion of counsel (which counsel and which opinion shall be
satisfactory to the Company), the Warrant, the Warrant Shares or Other
Securities may be transferred without such registration.


 


11.2                        Procedure
for Transfer.  Any transfer
permitted hereunder shall be made by surrender of this Warrant to the Company
at its principal office or to the Transfer Agent at its offices with a duly
executed request to transfer the Warrant, which shall provide adequate
information to effect such transfer and shall be accompanied by funds
sufficient to pay any transfer taxes applicable.  Upon satisfaction of all transfer conditions, the Company or
Transfer Agent shall, without charge, execute and deliver a new Warrant in the
name of the transferee named in such transfer request, and this Warrant
promptly shall be canceled.


 


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


 


11.4                        Warrant
Binding Upon Assignee or Successor. 
The terms and conditions of this Warrant shall be binding upon any
permitted assignee and successor of the Holder.  Any such successor or assignee shall be obligated to and shall
immediately execute an instrument which provides that such party is bound under
the terms of this Warrant.  Any
transfer, assignment or other disposition without such execution by the
proposed transferee, assignee or successor shall be null and void.


 


12.                               Issue
Tax.   The issuance of certificates
for shares of Stock upon the exercise of this Warrant shall be made without
charge to the Holder of the Warrant for any issue tax (other than applicable
income taxes) in respect thereof; provided, however, that the Company shall not
be required to pay any tax that may be payable in respect of any transfer
involved in the issuance and delivery of any certificate in a name other than
that of the then Holder 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 governed
by and construed in accordance with the laws of the State of California, as
such laws are applied to contracts entered into and wholly to be performed
within the State of California and without giving effect to any principles of
conflicts or choice of law that would result in the application of the laws of
any other jurisdiction.


 


 


IN
WITNESS WHEREOF, the Company and Holder have executed
this Warrant as of October 16, 2003.


 


	
  HOLDER

  	
   

  	
  PURCHASESOFT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Steven A. Flagg

  	
   

  	
  By:

  	
   

  	
  /s/ Thomas B. Marsh

  	
   

  
	
   

  	
   

  	
  Steven A. Flagg

  	
   

  	
   

  	
   

  	
  Thomas B. Marsh

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Secretary and Treasurer

  



 


6