EXHIBIT 10.36 STRATEGIC PARTNERSHIP AGREEMENT

EXHIBIT 10.36

STRATEGIC PARTNERSHIP AGREEMENT

The following describes the companies, duties and responsibilities of the Strategic Partnership between PurchaseSoft Inc, The United States Mexico Chamber of Commerce (USMCOC) and Cornerstone Communications, LLC.

Upon execution of this agreement by all parties, each shall work diligently to ensure overall approval for the “Wiring the Border” project. Each party shall individually and collectively acknowledge their duties and responsibilities to the project and their respective commitments thereto, as outlined below.  Each executive agrees to make himself reasonably available for interviews and meetings regarding the aspects of the project which pertain to his company’s duties and responsibilities.

Upon project funding and based upon the current business model for the e-Marketplace, a revenue sharing agreement for the sharing of ongoing revenues from the e-Marketplace will be developed.  The revenue sharing agreement will be drafted and executed by all parties within 30 days of project funding.  This revenue sharing agreement would be considered an attachment to this Strategic Partnership Agreement.

Definitions

1.               PurchaseSoft, Inc.

PurchaseSoft, Inc., a Delaware corporation, is a software company, which has specialized in procurement software and has been in operation for 24 years.

2.               USMCOC

A group of distinguished Mexican and U.S. businessmen established the United States-Mexico Chamber of Commerce (USMCOC) in 1973 as a 501 (c) (6) non-profit business association chartered in Washington D.C.  The coalition of businessmen created a bilateral organization to promote trade, investment, and joint ventures on both sides of the border.  Now in its third decade of operation, the Chamber has grown into a unique non-profit corporation operating through 12 offices in Mexico and the United States. All chapters and offices, with strong local membership and international con