Exhibit 10.1

THIS STOCK OPTION PLAN (this "Plan"), dated August 1, 1989 (the "Effective Date") established by and for the benefit of Bottomline Technologies, Inc., a New Hampshire corporation (the "Company"). This Plan was adopted on the Effective Date and duly amended on September 27, 1989 and August 24, 1995 by the Board of Directors (the "Board") and the shareholders of the Company in the manner specified by New Hampshire Revised Statutes Annotated ("RSA") 293-A:20.

This Plan is intended to provide employees and directors of the Company with opportunities to purchase stock in the Company pursuant to options granted under this Plan. Certain of those options may qualify as "incentive stock options" ("ISO" or "ISOs") under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and certain of those options may not qualify as ISOs and thereby be treated as non-qualified options ("NQO" or "NQOs"). Both ISOs and NQOs are referred to in this Plan individually as an "Option" and collectively as "Options."

(a) This Plan shall be supervised and administered by the Board. Without limiting the generality of the foregoing, the Board shall, subject to the provisions of this Plan, have the authority to determine:

(i) the particular employees and/or directors of the Company to whom Options may be granted;

(ii) the time or times at which Options may be granted;

(iii) the option price of the Shares subject to each Option;

(iv) whether each Option granted shall be an ISO or an NQO;

(v) the time or times when each Option shall be exercisable and the manner of exercise; and

(vi) what restrictions (including, without limitation, transferability restrictions), if any, shall be imposed on the Shares subject to each Option and the nature of any such restrictions.

(b) The Board shall be responsible for interpreting and construing the provisions of this Plan, and the Board may adapt, amend, and rescind such rules and regulations for the administration of this Plan as the Board may deem necessary or desirable.

(c) No member of the Board shall vote on the grant of an Option to such member or any other decision taken by the Board with respect to any Option granted to such member; provided, that any such member may (i) be counted in determining the existence of a quorum at any meeting of the Board during which action is taken with respect to any Option granted to such member, and (ii) sign a unanimous written consent containing such a vote.

(d) All actions taken by the Board in the administration of this Plan shall be final and binding on all interested parties. Neither the Board nor any member of the Board shall be liable for any action or determination made in good faith with respect to this Plan or any Option granted under this Plan.

(a) Each ISO must be granted within ten (10) years from the Effective Date.

(b) No ISO shall be exercisable after the expiration of ten (10) years from the date such ISO is granted.

(c) The option price of each Share under each ISO shall not be less than the Fair Market Value (as defined below) of such Share at the time such ISO is granted. For purposes hereof, the "Fair Market Value" of a Share shall, if the Company's Stock is publicly traded, be determined as of the last business day for which the prices or quotes discussed in this sentence are available prior to the date such ISO is granted and shall mean (i) the average (on that date) of the high and low per share prices of the Stock on the principal national securities exchange on which the Stock is traded, if the Stock is then traded on a national securities exchange; or (ii) the last reported sale price per share (on that date) of the Stock on the Nasdaq National Market, if the Stock is not then traded on a national securities exchange; or (iii) the closing per share bid price (or average of bid prices) last quoted (on that date) by an established quotation service for over-the-counter securities, if the Stock is not reported on the Nasdaq National Market. However, if the Company's Stock is not publicly traded at the time an Option is granted under this Plan, "Fair Market Value" shall be deemed to be the per share fair value of the Stock as determined by the Board after taking into consideration all factors which it deems appropriate (including, without limitation, any recent sale and offer prices of the Stock in private transactions negotiated at arm's length).

(d) Notwithstanding the provisions of subsections (b) and (c) above, in the case of an ISO to be granted to an employee who, applying the rules of attribution set forth in Section 425(d) of the Code, owns shares of Stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company (or, if applicable, of any parent or subsidiary corporation of the Company (individually a "Related Corporation" and collectively the "Related Corporations")), (i) the per-share option price shall not be less than one hundred ten percent (110%) of the per-share Fair Market Value of the Stock at the time such ISO is granted, and (ii) the ISO shall not be exercisable after the expiration of five (5) years from the date such ISO is granted.

(e) No ISO shall be transferable by the optionee otherwise than by will or the laws of descent and distribution, and each ISO shall be exercisable, during the optionee's lifetime, only by the optionee.

(f) The aggregate Fair Market Value (determined at the time an ISO is granted) of the Shares for which ISOs granted to any employee are exercisable for the first time by such employee during any calendar year (under all stock option plans of the Company and its Related Corporations) shall not exceed the sum of One Hundred Thousand Dollars ($100,000.00).

(g) Notwithstanding anything to the contrary set forth in this Plan or in any Stock Option Agreement, in the event that this Plan is not approved by the Company's stockholders within twelve (12) months before or after the date this Plan is adopted by the Board, then any ISO granted by the Board under this Plan shall automatically be deemed to be, and shall become, an NQO.

(a) the provisions of the Stock Option Agreements need not be the same;

(b) the provisions of Section 4 above shall not prohibit the inclusion of one or more of the restrictions set forth therein in the Stock Option Agreement for any NQO (or, in the event that at the time of the grant of an ISO any such restriction is not required by the Code, for any such ISO); and

(c) the provisions of this Plan shall not prohibit the inclusion of additional restrictions in the Stock Option Agreement for any Option.

(a) If the outstanding shares of the Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of the Stock as a stock dividend on its outstanding Stock, the number of Shares of the Stock to be delivered upon the exercise of such Option shall be proportionately increased or decreased (as the case may be) and appropriate adjustments shall be made in the option price per Share to reflect such subdivision, combination, or stock dividend.

(b) In the event of a merger, consolidation, acquisition, recapitalization, or other reorganization involving the Company pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of the Stock, the optionee, upon exercising such Option, shall be entitled to receive for the option price paid upon such exercise the securities the

optionee would have received if the optionee had exercised such Option immediately prior to such event.

(c) In the event of the sale of all or substantially all of the assets of the Company, the dissolution of the Company, or the adoption of a plan of liquidation of the Company, such Option will terminate immediately prior to the consummation of the proposed action or at such other time and subject to such other conditions as shall be determined by the Board.

(d) Except as expressly provided in this Section, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of the Shares subject to any Options granted under this Plan. Furthermore, no adjustments shall be made for dividends paid in cash or in property other than securities of the Company.

(e) No fractional shares shall be issued under this Plan, and the optionee shall receive from the Company cash in lieu of any such fractional shares.

(f) Upon the happening of any of the events described in subsections
(a) or (b) above, the Aggregate Number of Shares shall also be appropriately adjusted.

(g) If any optionee owning restricted Shares obtained by exercise of an Option granted under this Plan receives additional shares or other securities in connection with a transaction described in subsections (a) or (b) above as a result of owning such restricted Shares, then, unless otherwise determined by the Board, such additional shares or other securities shall be subject to all of the terms, conditions, and restrictions applicable to the restricted Shares with respect to which such additional shares or other securities were issued.

shall again be available for grants of Options under this Plan. If any Shares purchased by an optionee pursuant to the exercise of an Option are repurchased by the Company, then the repurchased Shares shall again be available for grants of Options under this Plan.

and timing of such income (and deduction by the Company) will instead be based on the fair market value of the shares on the date the Section 16(b) restriction lapses as to such shares. Upon a subsequent disposition of the shares, the optionee will realize short-term or long-term capital gain or loss. The Company will not be entitled to any further deduction at that time.

(a) As used in this Plan, a "Disqualifying Disposition" shall mean any sale or other disposition of any Shares acquired by an employee-optionee pursuant to the exercise of an ISO within the time periods described in Section 422 of the Code (i.e., currently described as the later of two (2) years from the date of the granting of the Option or one (1) year after the transfer of such Shares to the employee-optionee); provided, that a Disqualifying Disposition shall not include a disposition of any Shares after the death of the employee-optionee.

(b) Each employee-optionee to whom an ISO is granted must notify the Company in writing immediately after the employee-optionee makes a Disqualifying Disposition of any Shares acquired pursuant to the exercise of such ISO. Any such employee-optionee must also provide the Company with any additional information which the Company requests concerning any such Disqualifying Disposition.

(c) The execution of a Stock Option Agreement covering an ISO shall be deemed to be an acknowledgment by the employee-optionee that the employee- optionee will forfeit any favorable income tax treatment otherwise available with respect to the exercise of the ISO and purchase of Shares thereunder if the employee-optionee subsequently makes a Disqualifying Disposition of such Shares.

THIS STOCK OPTION AGREEMENT (this "Agreement"), made as of ____________, 19__ (the "Effective Date"), by and between Bottomline Technologies, Inc., a New Hampshire corporation with a principal place of business at 155 Fleet Street, Portsmouth, New Hampshire 03801 (the "Company"); and ___________________ (the "Employee").

The Company has established a certain Stock Option Plan dated August 1, 1989, as amended (the "Plan"), authorizing the Board of Directors of the Company (the "Board") to grant options to certain persons, whereby such persons shall be entitled to purchase shares of the Company's capital stock, One Dollar ($1.00) par value (the "Stock"). The Plan provides for the issuance of "incentive stock options" ("ISO" or "ISOs") to employees of the Company pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and also for the issuance of options which do not qualify as ISOs ("NQO" or "NQOs"). Pursuant to the Plan, the Board has granted to the Employee an option to purchase certain shares of Stock, and the Employee desires to accept said grant, subject to the terms and conditions of the Plan and of this Agreement. It is intended that the option covered by this Agreement qualify as an ISO.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee do hereby covenant and agree as follows:

Number of Shares                    Purchase Price per Share
----------------                    ------------------------

                                          $

  Exercise Period(s)
  ------------------
Begin Date       End Date                    Number of Shares
----------       --------                    ----------------

(b) Each "Begin Date" and "End Date" set forth in subsection (a) above specifies an applicable period of time (an "Exercise Period") during which the Employee is entitled to exercise the Option and the number of Shares as to which the Option may be exercised during such Exercise Period.

(c) Notwithstanding the "Begin Date" and "End Date" specifications in subsection (a) above, each such specified "Begin Date" and "End Date" is subject to acceleration as set forth in Section 3 below.

(i) Such accelerated date (the "Accelerated End Date") shall be the first business day prior to the date on which the anticipated Stock Reorganization is expected to close (the "Expected Closing Date"). Written notice of the Accelerated End Date and the anticipated Stock Reorganization shall be given by the Company to the Employee not less than thirty (30) days prior to the Accelerated End Date.

(ii) With respect to any Exercise Period for which the "Begin Date" has not yet occurred, the "End Date" may not be accelerated unless the "Begin Date" for such Exercise Period is also accelerated to a date not less than thirty (30) days prior to the Accelerated End Date.

(iii) Any such acceleration of the "Begin Date" or "End Date" for any Exercise Period is hereby made expressly conditional on the closing of such Stock Reorganization. If such Stock Reorganization does not close, either on the Expected Closing Date or on any subsequent closing date as to which the Company has agreed, the original "Begin Date" and "End Date" for such Exercise Period will automatically be reinstated and any exercise of the Option with respect to the Shares covered by such Exercise Period prior to the original "Begin Date" will be null and void and of no force or effect.

(i) If, during the term of the Option, the Company intends to make an Asset Sale, then the Company shall provide the Employee with written notice of the Asset Sale and the expected date on which the closing of such Asset Sale will take place (the "Expected Closing Date") at least thirty
(30) days prior to the Expected Closing Date. If the "End Date" for such Exercise Period occurs on or after the Expected Closing Date, then it will automatically be accelerated to be the first business day prior to the Expected Closing Date. If the "Begin Date" for such Exercise Period does not occur on or before thirty (30) days prior to the Expected Closing Date, then it will automatically be accelerated to the date that is thirty (30) days prior to the Expected Closing Date.

(ii) Any such acceleration of the "Begin Date" or "End Date" for any Exercise Period is hereby made expressly conditional on the closing of such Asset Sale. If such Asset Sale does not close, either on the Expected Closing Date or on any subsequent closing date as to which the Company has agreed, the original "Begin Date" and "End Date" for such Exercise Period will automatically be reinstated and any exercise of the Option with respect to the Shares covered by such Exercise Period prior to the original "Begin Date" will be null and void and of no force or effect.

Asset Sale, as the case may be, occurs (in which event the Employee's purchase of Shares shall be deemed to have occurred immediately prior to such closing), or (ii) the Company notifies the escrow agent that such closing will not occur (in which event the escrow agent shall return the written notice and payment to the Employee and the stock certificate(s) to the Company).

(a) The Option shall be exercisable by the Employee in accordance with the terms and conditions of the Plan and the following terms and conditions:

(i) With respect to the number of Shares as to which the Option may be exercised by the Employee during any Exercise Period (the "Exercisable Shares"), the Employee may only exercise the Option as to all or any portion of the Exercisable Shares if the Employee has been in the continuous employ of the Company from the date of this Agreement to the date of exercise.

(b) The Employee's failure to exercise the Option during any Exercise Period for the entire number of Exercisable Shares covered by such Exercise Period shall be deemed to be a waiver by the Employee of all rights to purchase any Exercisable Shares not so purchased during such Exercise Period and, thereafter, the Employee shall have no further rights of purchase with respect to any such Exercisable Shares not so purchased. Such a failure by the Employee shall not,

however, affect the Employee's rights hereunder to purchase Exercisable Shares in any unexpired Exercise Period.

(c) There is no requirement that the Employee either exercise or not exercise the Option, in whole or in part.

(d) The Company shall not be obligated to issue any Shares under this Agreement until such time as such Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and all applicable state securities laws or until the Company receives an opinion of counsel satisfactory (both as to opinion and counsel) to the Company that such issuance is exempt from registration under said laws.

(e) The Employee shall not be deemed to be a holder of any of the Shares unless and until certificates for such Shares are issued by the Company.

(f) The proceeds received by the Company from any exercise of the Option may be used for any of the Company's general corporate purposes.

(a) The Employee has been afforded the opportunity by the Company to ask questions and request information to acquire detailed knowledge and information concerning the business affairs and operations of the Company and its financial condition and prospects. As a result of such opportunity to ask questions and review information, and also as the result of the Employee's employment by the Company and the business background, training, and expertise of the Employee (and/or of the advisors with whom the Employee has consulted), the Employee is capable of evaluating the merits and risks of an investment in the Shares and is in a position to

comprehend, weigh, and assess such knowledge and information in a meaningful fashion. The Employee acknowledges that the Employee has reviewed and has received copies of the Plan, the Articles of Incorporation, and the Bylaws.

(b) The Employee acknowledges and agrees that, in entering into this Agreement and in exercising the Option, the Employee is not relying upon, and will not rely upon, any statements, representations, or warranties, whether oral or written, made by any shareholder, officer, director, representative, agent, or employee of the Company, or any affiliate thereof, except for those set forth in any historic financial statements provided to Employee by the Company. Further, the Employee acknowledges and agrees that any business and financial projections of the Company that may be provided by the Company are solely for purposes of describing the Company's future business and financial goals and are not intended to be, nor are they, representations or guaranties of the Company's future performance. Accordingly, the Employee is not relying upon, and will not rely upon, any such projections in entering into this Agreement or in exercising the Option.

(c) The address set forth above is the true and correct residence of the Employee, and the Employee has no present intention of becoming a resident of any other state or jurisdiction.

(d) The Employee understands that neither the Option nor the Shares have been registered under the Securities Act or any state securities laws and that there is no present intention to so register them.

(e) The Option is being acquired by the Employee solely for the Employee's own account, for investment, and not with a view to or for the resale, distribution, subdivision, or fractionalization of the Shares that are permitted to be acquired by the Employee thereunder. At such times as the Employee may exercise the Option, the Shares so acquired will be acquired solely for the Employee's own account, for investment, and not with a view to or for the resale, distribution, subdivision, or fractionalization thereof.

(f) The Employee acknowledges and is aware that (i) there are substantial restrictions on the transferability of the Shares (including the restrictions set forth in the Stock Restriction Agreement), (ii) the Shares will not be, and the Employee has no rights to require that the Shares be, registered under the Securities Act or any state securities laws, and (iii) there will be no public market for the Shares and, accordingly, if the Option is exercised, the Employee may have to hold the Shares indefinitely without the possibility of liquidating the Employee's investment in the Company.

(g) As of the date of this Agreement and at such time(s) as the Employee may exercise the Option, the Employee has and will have (i) adequate means of

providing for the Employee's needs and possible personal and family contingencies, (ii) no need for liquidity in the Employee's investment, and
(iii) the ability to bear the economic risk of an investment in the Shares.

(h) The Employee has entered into this Agreement and is participating in the Plan voluntarily.

(a) Except as otherwise specifically set forth in subsection (b) below, the Option may not be assigned or transferred by the Employee, in whole or in part, and the Option may be exercised only during the lifetime of the Employee and only by the Employee. The Option shall not be subject to the claims of the Employee's creditors, nor shall the Option be liable to attachment, execution, or other process of law.

(b) If the Employee dies at a time when the Employee would otherwise have been entitled to exercise the Option, then, at any time or times within the Beneficiary Exercise Period (as defined below), the Option may be exercised, as to all or any of the Shares which the Employee was entitled to purchase immediately prior to the Employee's death, by the Employee's executor or administrator or the person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution (the "Employee's Beneficiary"). Any Shares so purchased shall be subject to any repurchase rights of the Company under the Articles of Incorporation, the Bylaws, the Stock Restriction Agreement, or the Laws. Payment of the Purchase Price for any Shares being purchased and that will be repurchased by the Company may, at the election of the Employee's Beneficiary, be made via a set off against the repurchase price payable by the Company to the Employee's Beneficiary. Except as so exercised, the Option shall expire at the end of the Beneficiary Exercise Period. For purposes of this subsection (b), the "Beneficiary Exercise Period" shall mean the period beginning on the date of the Employee's death and ending three (3) months following the date of the Employee's death.

transferred unless (a) they are subsequently registered thereunder or exemptions from such registrations are available, (b) the Company receives an opinion of counsel satisfactory (both as to counsel and opinion) to the Company that such transfer complies with federal and state securities laws, and (c) the applicable restrictions on transfer as contained in this Agreement, the Articles of Incorporation, the Bylaws, and the Stock Restriction Agreement have been complied with. Neither the Company nor any of its officers, directors, or shareholders has agreed or represented to the Employee that the Shares acquired pursuant to the Option will be purchased or redeemed from the Employee at any time in the future. Further, there have been no representations, promises, or agreements that the Shares so acquired will be registered under the Securities Act or relevant state securities laws at any time in the future or otherwise qualified for sale under applicable securities laws. The Company does not intend to make available to the public information concerning itself so as to permit shareholders to use Rule 144 of the Rules and Regulations under the Securities Act for transfer of Shares.

(a) If the Employee makes a Disqualifying Disposition (as defined in subsection (d) below), the Employee agrees to provide the Company with written notice thereof immediately following such Disqualifying Disposition. The Employee also agrees to provide the Company with any additional information which the Company requests concerning any such Disqualifying Disposition. The Employee acknowledges that the Employee will forfeit any favorable income tax treatment otherwise available to the Employee with respect to the exercise of the Option and purchase of Shares if the Employee subsequently makes a Disqualifying Disposition of such Shares.

(b) If the Company in its discretion determines that it is obligated to withhold tax with respect to a Disqualifying Disposition of any Shares, the Employee hereby agrees that the Company may withhold from the Employee's wages the appropriate amount of any federal, state, and/or local withholding taxes attributable to such Disqualifying Disposition. The Employee further agrees that, if the Company does not, or is unable for any reason to, withhold an amount from the Employee's wages sufficient to satisfy the Company's withholding obligation, the Employee will reimburse the Company on demand, in cash, for the amount of the deficiency.

(c) While it is intended that the Option qualify as an ISO for purposes of the Code, the Company does not represent or warrant to the Employee that the Option will have such ISO status. The Company hereby advises the Employee to consult with his or her own tax advisors with respect to the tax treatment that will be accorded the Option. The Employee hereby releases the Company from any claim pertaining to any tax liabilities incurred by the Employee resulting from the granting

of the Option by the Company, the exercise of the Option by the Employee, or any disposition of Shares.

(d) As used in this Agreement, a "Disqualifying Disposition" shall mean any sale or other disposition by the Employee of any of the Shares within the time periods described in Section 422(a)(1) of the Code (i.e., currently described as the later of two (2) years from the date of the granting of the Option or one (1) year after the transfer of such Shares to the Employee); provided, that a Disqualifying Disposition shall not include a disposition of any Shares after the death of the Employee.

BEFORE SIGNING THIS AGREEMENT AND BEFORE ANY EXERCISE OF THE OPTION, THE EMPLOYEE SHOULD READ THIS ENTIRE AGREEMENT (INCLUDING EXHIBITS A AND B ATTACHED HERETO), THE PLAN, THE ARTICLES OF INCORPORATION, THE BYLAWS, AND THE OTHER AGREEMENTS, DOCUMENTS, AND INFORMATION REFERRED TO IN THIS AGREEMENT. ANY INVESTMENT IN THE STOCK OF A CORPORATION INVOLVES CERTAIN INHERENT RISKS, AND THE EMPLOYEE SHOULD BE AWARE THAT SUCH RISKS (INCLUDING THE POSSIBILITY OF THE COMPANY'S STOCK BECOMING WORTHLESS) ARE INVOLVED IN ANY INVESTMENT IN THE SHARES. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE ECONOMIC RETURN OF AN INVESTMENT IN THE SHARES. THE EMPLOYEE SHOULD CONSULT HIS OR HER OWN COUNSEL, ACCOUNTANT, AND/OR BUSINESS ADVISORS AS TO THE TAX AND OTHER CONSEQUENCES OF EXERCISING THE OPTION. THERE ARE SUBSTANTIAL LIMITATIONS ON THE LIQUIDITY, TRANSFERABILITY, AND MARKETABILITY OF THE SHARES WHICH ARE REFERRED TO IN THIS AGREEMENT AND WHICH SHOULD BE REVIEWED THOROUGHLY BY THE EMPLOYEE.

IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement all as of the date first above written.

_________________________      By:_________________________
Witness                              Signature and Title


                               Employee:
                               ---------


_________________________      ____________________________
Witness                        Name

EXHIBIT A
TO
BOTTOMLINE TECHNOLOGIES, INC.
STOCK OPTION PLAN
STOCK OPTION AGREEMENT (INCENTIVE)

The undersigned (the "Employee"), being an employee of Bottomline Technologies, Inc. (the "Company") and the holder of a stock option (the "Option") granted pursuant to a Stock Option Agreement dated_______________ (the "Agreement") by and between the Company and the Employee (a copy of the Agreement being attached hereto), hereby, pursuant to Section 4 of the Agreement, gives written notice to the Company that the Employee is exercising the Option, as follows:

Begin Date:

End Date:

4. The Employee hereby (a) confirms the truth and accuracy, as of the date hereof, of the Employee's representations and warranties as set forth in
Section 6 of the Agreement, and (b) tenders to the Company the full amount of the purchase price for the number of Shares being exercised, all as set forth above.

Dated: __________, 19__             _______________________________
                                    Signature of EMPLOYEE

Bottomline Technologies, Inc. hereby confirms that the Employee has exercised the Option in accordance with the provisions of Section 4 of the Agreement and that the Employee has made payment in full of the purchase price for the number of Shares being exercised by this Notice of Exercise.

Bottomline Technologies, Inc.

Dated: __________, 19__ By:_____________________________ Signature and Title

EXHIBIT B
TO
BOTTOMLINE TECHNOLOGIES, INC.
STOCK OPTION PLAN
STOCK OPTION AGREEMENT (INCENTIVE)

THIS STOCK RESTRICTION AGREEMENT, made as of _______________, by and between BOTTOMLINE TECHNOLOGIES, INC., a New Hampshire corporation having a principal place of business at 155 Fleet Street, Portsmouth, New Hampshire 03801 (the "Corporation"); and _____________________ (the "Shareholder").

The Shareholder has exercised a certain stock option granted to the Shareholder by the Corporation pursuant to that certain Stock Option Agreement dated August 22, 1996 (the "Stock Option Agreement"). As the result of such exercise, the Shareholder is acquiring certain shares of the stock of the Corporation. Under the Stock Option Agreement, the Shareholder's exercise of the option granted thereunder is conditioned upon the execution and delivery of this agreement by the Corporation and the Shareholder.

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual promises and undertakings set forth herein, the parties hereby agree as follows:

(i) either (A) the taking of any share of Shares by foreclosure or under attachment, by execution, or otherwise by court order, (B) the subjecting of any share of Shares to any lien or encumbrance by operation of law or otherwise, (C) any transfer of legal or equitable ownership of any share of Shares by court order or by operation of law (excluding transfers resulting from the death of a Shareholder), or (D) any other proceeding or action which results in the involuntary loss of legal or equitable ownership of any share of Shares; or

(ii) the filing of a voluntary or involuntary petition in bankruptcy or the initiation of voluntary or involuntary receivership, consolidation, or insolvency proceedings by, against, or with respect to the Shareholder under the laws of the United States or of any state (and, in the case of an involuntary petition or proceeding, the failure to cause the same to be discharged or discontinued within sixty (60) days from the date of the filing or initiation thereof).

(a) No Voluntary Transfer of any Shares shall be made unless (i) the Shareholder proposes to transfer said Shares (the "Affected Shares") pursuant to a Bona Fide Offer, and (ii) the Shareholder provides the Board with written notice of the proposed Voluntary Transfer, including a photostatic copy of the Bona Fide Offer. For a period of sixty (60) days from the Board's receipt of said written notice (the "Option Period"), the Corporation shall have an option (the "Voluntary Transfer Option") to purchase the Affected Shares pursuant to the provisions of Section 4 below; and, for purposes of Sections 4 and 5 below, the "Purchase Price" shall be equal to the price per share set forth in or determined by the Bona Fide Offer.

(b) In the event that the Voluntary Transfer Option is not exercised as to all of the Affected Shares, then any partial exercise of the Voluntary Transfer Option shall be deemed null and void and the Shareholder shall be entitled, for a period of sixty (60) days thereafter, to make the proposed Voluntary Transfer of all, but not less than all, of the Affected Shares on the terms and conditions and to the transferee identified in the Bona Fide Offer. Any such transferred Affected Shares and the transferee thereof shall be governed by and subject to the provisions of this agreement with respect to any further sale, disposition, or other transfer of all or any portion of all or any portion thereof.

(a) In the event of the death of the Shareholder, the Corporation shall have an option (the "Death Option") to purchase all of the Shares then owned by the Shareholder (the "Affected Shares") pursuant to the provisions of Section 4 below for a period (the "Option Period") ending one hundred twenty (120) days following the date of the Shareholder's death; and, for purposes of Sections 4 and 5 below, the "Purchase Price" shall be equal to the Fair Value. In the event that the Death Option is not exercised as to all of the Affected Shares, then the Affected Shares not so purchased shall be transferred according to the Shareholder's will or by the laws of

intestate succession, as the case may be, and such transferred Affected Shares and the transferee thereof shall be governed by and subject to the provisions of this agreement with respect to any further sale, disposition, or other transfer of all or any portion thereof.

(b) In the event of the Withdrawal of the Shareholder, the Corporation shall have an option (the "Withdrawal Option") to purchase all of the Shares then owned by the Shareholder (the "Affected Shares") pursuant to the provisions of Section 4 below for a period (the "Option Period") ending ninety (90) days following the later of (i) the date of the Corporation's discovery of said Withdrawal, or (ii) the effective date of said Withdrawal; and, for purposes of Sections 4 and 5 below, the "Purchase Price" shall be equal to the Fair Value. In the event that the Withdrawal Option is not exercised as to all of the Affected Shares, then the Affected Shares not so purchased and the Shareholder shall continue to be governed by and subject to the provisions of this agreement with respect to any further sale, disposition, or other transfer of all or any portion thereof.

(c) In the event of an Involuntary Transfer of any or all of the Shares, the Corporation shall have an option (the "Involuntary Transfer Option") to purchase any or all of said involuntarily transferred shares of Shares (the "Affected Shares") pursuant to the provisions of Section 4 below for a period (the "Option Period") of ninety (90) days from and after the date of the Corporation's discovery of said Involuntary Transfer; and, for purposes of Sections 4 and 5 below, the "Purchase Price" shall be equal to the Fair Value. In the event that the Involuntary Transfer Option is not exercised as to all of the Affected Shares, then the Affected Shares not so purchased shall be transferred according to the terms of the Involuntary Transfer and such transferred Affected Shares and the transferee thereof shall be governed by and subject to the provisions of this agreement with respect to any further sale, disposition, or other transfer of all or any portion thereof.

(a) Upon the occurrence of an event giving rise to an option to the Corporation to purchase Affected Shares pursuant to Sections 2 or 3 above, a meeting of the Board shall be held pursuant to the notice requirements of the Bylaws of the Corporation within the Option Period.

(b) At such meeting, all of the Affected Shares shall be subject to an option by the Corporation (which shall be assignable by the Corporation in whole or in part) to purchase, redeem, or retire all or any portion of the Affected Shares at the Purchase Price. Said option shall be exercised, if at all, during the course of such meeting by majority vote of the directors of the Corporation.

(c) In the event of the exercise of the foregoing option, the Corporation shall give written notice of such exercise to the Shareholder, to all other stockholders, and to any third party ordering or benefitted by an Involuntary Transfer of the Affected Shares. Said written notice shall (i) state the total number of shares of the Affected Shares to be purchased at the Purchase Price, and (ii) set forth the total Purchase Price for the shares of the Affected Shares to be purchased by the exercise of said option.

(d) The purchase options given to the Corporation in this agreement may be waived by the Corporation at a duly called meeting of the Board.

(a) In the event of any purchase, redemption, or retirement of any shares of Shares pursuant to this agreement, the closing with respect thereto shall be held:

(i) if the Purchase Event giving rise thereto is the death of the Shareholder, then at the principal office of the Corporation at 10:00 a.m. on (A) the one hundred eightieth (180th) day following appointment of the executor or administrator for the deceased stockholder's estate, or (B) on such earlier date following such appointment as to which the Board shall give not less than ten (10) days' prior written notice;

(ii) if the Purchase Event giving rise thereto is a proposed Voluntary Transfer pursuant to a Bona Fide Offer, then on the terms and conditions set forth in the Bona Fide Offer; or

(iii) if the Purchase Event giving rise thereto is an Involuntary Transfer or a Withdrawal, then at the principal office of the Corporation at 10:00 a.m. on (A) the sixtieth (60th) day following the date of the meeting of the Board referred to in Section 4(a) above, or (B) on such earlier date as to which the Board shall give not less than ten (10) days' prior written notice;

or at such other date, time, and/or place as the parties may agree.

(b) If all of the shares of the Shares owned by the Shareholder are being purchased at the closing, then (i) any Shares being sold other than to the Corporation shall first be purchased and paid for, and (ii) any Shares being purchased by the Corporation shall then be purchased and paid for, so that the Corporation's purchase, redemption, or retirement shall effect a complete termination of the Shareholder's ownership of the Shares.

(c) If the closing is held with respect to a proposed Voluntary Transfer pursuant to a Bona Fide Offer, then the Purchase Price for the Affected Shares shall be paid in accordance with the terms of the Bona Fide Offer. Otherwise, the Purchase Price for the Affected Shares shall be paid as follows:

(i) that portion of the Purchase Price, if any, which is funded by insurance proceeds shall be paid on the closing date by the purchaser in cash or by bank, certified, or cashier's check; and

(ii) that portion of the Purchase Price which is not funded by insurance proceeds shall be paid on the closing date by the purchaser, at the purchaser's option, either (A) in cash or by bank, certified, or cashier's check, and/or (B) by the execution and delivery of the purchaser's promissory note, as specified below; provided, that the principal amount of any such promissory note shall not exceed ninety percent (90%) of the Purchase Price.

Any promissory note delivered pursuant to subsection (c)(ii) above shall permit prepayment without penalty and shall provide for the payment of the principal balance thereof, with interest thereon at a rate per annum equal to the "prime" or "base" rate (or, if both, then the lower thereof) in effect on the closing date for the bank with which the Corporation then maintains its primary banking relationship, in twenty (20) equal, consecutive quarterly installments, commencing three (3) months from the closing date.

(d) At the closing, the original certificate(s) for all shares of the Affected Shares being purchased shall be transferred, assigned, and delivered (either duly endorsed or accompanied by appropriate stock transfer powers duly executed) to the purchaser free and clear of all liens and encumbrances whatsoever, except as specifically set forth in this agreement.

"The shares of stock represented by this certificate are subject to and are transferable only upon compliance with the provisions of the Articles of Incorporation and the Bylaws of the Corporation and a certain Stock Restriction Agreement dated ____________________ by and between the Corporation and the holder hereof restricting the transfer of said shares, copies of which are filed with the Secretary of the Corporation. The shares of stock represented by the within certificate are not registered under the Securities Act of 1933, the State of New Hampshire Uniform Securities Act (RSA Chapter 421-B), or any other state securities acts. Said shares may not be transferred until they are registered under said acts, except upon delivery to the Corporation of (a) an opinion of counsel satisfactory to the Corporation that registration under said acts is not required for such transfer, or (b) such other evidence as may be satisfactory to the Corporation that such transfer is not in violation of said acts or any regulations or rules promulgated thereunder."

(a) by being hand-delivered to such party, or

(b) by being deposited in the mail (registered or certified) or delivered to a private express company, postage or freight prepaid, return receipt requested, addressed to such party at such party's Address, as defined below.

As used in this Section, a party's "Address" shall mean the address of such party set forth at the beginning of this agreement. Each party may change such party's Address from time to time by giving the other party or parties notice of the change in accordance with the provisions of this Section.

IN WITNESS WHEREOF, the parties hereto have executed this agreement all as of the date first above written.

                                   By:
---------------------------------     ---------------------------------
Witness                                       Signature and Title

BOTTOMLINE TECHNOLOGIES, INC.

This agreement evidences the grant by Bottomline Technologies, Inc., a New Hampshire corporation (the "Company") on _______________ to _________________, a director of the Company (the "Participant"), of an option to purchase, in whole or in part, on the terms provided herein and in the Company's 1989 Stock Incentive Plan (the "Plan"), a total of _____ shares of common stock, $.001 par value per share, of the Company ("Common Stock") (the "Shares") at $_____ per Share. Unless earlier terminated, this option shall expire on _______________ (the "Final Exercise Date").

It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended and any regulations promulgated thereunder (the "Code"). Except as otherwise indicated by the context, the term "Participant", as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

This option shall be exercisable ("vest") as to 100% of the original number of Shares on the first anniversary of the date of grant of the option (the "Grant Date"). This option shall expire upon, and will not be exercisable after, the Final Exercise Date.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

(a) If the Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, "transfer") any Shares acquired upon exercise of this option, then the Participant shall first give written notice of the proposed transfer (the "Transfer Notice") to the Company. The Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the "Offered Shares"), the price per share and all other material terms and conditions of the transfer.

(c) At and after the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Offered Shares.

(e) The following transactions shall be exempt from the provisions of this
Section 4:

(1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit;

(2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"); and

(3) any transfer of the Shares pursuant to the sale of all or substantially all of the business of the Company;

(f) The Company may assign its rights to purchase Offered Shares in any particular transaction under this Section 4 to one or more persons or entities.

(g) The provisions of this Section 4 shall terminate upon the earlier of the following events:

(1) the closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act; or

(2) the sale of all or substantially all of the capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise.

(h) The Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Section 4, or (b) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

The Participant agrees, in connection with the initial underwritten public offering of the Company's securities pursuant to a registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company's securities for a period of 180 days from the effective date of such registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering.

No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option.

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.

Dated: _______________        By:
                                 --------------------------------------------
                              Print Name:
                                         ------------------------------------
                              Title:
                                    -----------------------------------------

PARTICIPANT'S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company's 1989 Stock Incentive Plan.

PARTICIPANT:

EXHIBIT 10.2

BOTTOMLINE TECHNOLOGIES (DE), INC.

The purpose of this 1997 Stock Incentive Plan (the "Plan") of Bottomline Technologies (de), Inc., a Delaware corporation (the "Company"), is to advance the interests of the Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company's stockholders. Except where the context otherwise requires, the term "Company" shall include any present or future subsidiary corporations of Bottomline Technologies, Inc., as defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code").

All of the Company's employees, officers, directors, consultants and advisors are eligible to be granted options, restricted stock, or other stock- based awards (each, an "Award") under the Plan. Any person who has been granted an Award under the Plan shall be deemed a "Participant".

and appropriate. If this Section 4(c) applies and Section 8(e)(i) also applies to any event, Section 8(e)(i) shall be applicable to such event, and this
Section 4(c) shall not be applicable.

(i) in cash or by check, payable to the order of the Company;

(ii) except as the Board may otherwise provide in an option agreement, delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Participant to the Company of a copy of irrevocable

and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price;

(iii) to the extent permitted by the Board and explicitly provided in an option agreement (i) by delivery of shares of Common Stock owned by the Participant valued at their fair market value as determined by the Board in good faith ("Fair Market Value"), which Common Stock was owned by the Participant at least six months prior to such delivery, (ii) by delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (iii) by payment of such other lawful consideration as the Board may determine; or

(iv) any combination of the above permitted forms of payment.

The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights.

Event and each Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (I) the Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding Options (whether or not then exercisable), exceeds (II) the aggregate exercise price of such Options; (D) provide that all Restricted Stock Awards then outstanding shall become free of all restrictions prior to the consummation of the Acquisition Event; and (E) provide that any other stock-based Awards outstanding
(I) shall become exercisable, realizable or vested in full, or shall be free of all conditions or restrictions, as applicable to each such Award, prior to the consummation of the Acquisition Event, or (II), if applicable, shall be assumed, or equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof).

(ii) An "Acquisition Event" shall mean: (A) any merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger or consolidation; (B) any sale of all or substantially all of the assets of the Company; or (C) the complete liquidation of the Company.

determines that the action, taking into account any related action, would not materially and adversely affect the Participant.

BOTTOMLINE TECHNOLOGIES (de), INC.

This agreement evidences the grant by Bottomline Technologies (de), Inc., a Delaware corporation (the "Company") on ___________, 199_ to __________________________, an employee of the Company (the "Participant"), of an option to purchase, in whole or in part, on the terms provided herein and in the Company's 199_ Stock Incentive Plan (the "Plan"), a total of __________________ shares of common stock, ____ par value per share, of the Company ("Common Stock") (the "Shares") at $__________ per Share. Unless earlier terminated, this option shall expire on _______ (the "Final Exercise Date" ).

It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended and any regulations promulgated thereunder (the "Code"). Except as otherwise indicated by the context, the term "Participant", as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

This option will become exercisable ("vest") as to [_]% of the original number of Shares on each of the __, __, __ and __ anniversary of the date of the grant of the option (the "Grant Date"). This option shall expire upon, and will not be exercisable after, the Final Exercise Date.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

(a) If the Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, "transfer") any Shares acquired upon exercise of this option, then the Participant shall first give written notice of the proposed transfer (the "Transfer Notice") to the Company. The Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the "Offered Shares"), the price per share and all other material terms and conditions of the transfer.

(c) At and after the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Offered Shares.

(e) The following transactions shall be exempt from the provisions of this
Section 4:

(i) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit;

(ii) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"); and

(iii) any transfer of the Shares pursuant to the sale of all or substantially all of the business of the Company;

(f) The Company may assign its rights to purchase Offered Shares in any particular transaction under this Section 4 to one or more persons or entities.

(g) The provisions of this Section 4 shall terminate upon the earlier of the following events:

(1) the closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act; or

(2) the sale of all or substantially all of the capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise.

(h) The Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Section 4, or (b) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

The Participant agrees, in connection with the initial underwritten public offering of the Company's securities pursuant to a registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the

Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company's securities for a period of 180 days from the effective date of such registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering.

No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

If the Participant disposes of Shares acquired upon exercise of this option within two years from the date of grant of the option or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.

This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option.

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.

Dated: _________              By:__________________________________

                                  Name:____________________________
                                  Title:___________________________

PARTICIPANT'S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company's 1997 Stock Incentive Plan.

PARTICIPANT:

Address: _____________________

BOTTOMLINE TECHNOLOGIES (de), INC.

This agreement evidences the grant by Bottomline Technologies (de), Inc., a Delaware corporation (the "Company") on ___________, 199_ to __________________________, an [employee], [consultant], [director] of the Company (the "Participant"), of an option to purchase, in whole or in part, on the terms provided herein and in the Company's 1997 Stock Incentive Plan (the "Plan"), a total of __________________ shares of common stock, __ par value per share, of the Company ("Common Stock") (the "Shares") at $__________ per Share. Unless earlier terminated, this option shall expire on _______ (the "Final Exercise Date").

It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended and any regulations promulgated thereunder (the "Code"). Except as otherwise indicated by the context, the term "Participant", as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

This option will become exercisable ("vest") as to [25]% of the original number of Shares each on the first, second, third and fourth anniversary of the date of the grant of the option (the "Grant Date"). This option shall expire upon, and will not be exercisable after, the Final Exercise Date.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

hereby, provided that no partial exercise of this option may be for any fractional share.

(a) If the Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, "transfer") any Shares acquired upon exercise of this option, then the Participant shall first give written notice of the proposed transfer (the "Transfer Notice") to the Company. The Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the "Offered Shares"), the price per share and all other material terms and conditions of the transfer.

(c) At and after the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Offered Shares.

(e) The following transactions shall be exempt from the provisions of this
Section 4:

(i) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit;

(ii) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"); and

(iii) any transfer of the Shares pursuant to the sale of all or substantially all of the business of the Company;

(f) The Company may assign its rights to purchase Offered Shares in any particular transaction under this Section 4 to one or more persons or entities.

(g) The provisions of this Section 4 shall terminate upon the earlier of the following events:

(i) the closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act; or

(ii) the sale of all or substantially all of the capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise.

(h) The Company shall not be required (a) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Section 4, or (b) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

The Participant agrees, in connection with the initial underwritten public offering of the Company's securities pursuant to a registration statement under the

Securities Act, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company's securities for a period of 180 days from the effective date of such registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering.

No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option.

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.

BOTTOMLINE TECHNOLOGIES (de), INC.

Dated: _________
By: ________________________________

Name: ____________________________

Title: _____________________________

PARTICIPANT'S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company's 1997 Stock Incentive Plan.

PARTICIPANT:

Address: _____________________

EXHIBIT 10.3

BOTTOMLINE TECHNOLOGIES (de), INC.

1998 DIRECTOR STOCK OPTION PLAN

The purpose of this 1998 Director Stock Option Plan (the "Plan") of Bottomline Technologies (de), Inc. (the "Company") is to encourage ownership in the Company by non-employee directors of the Company whose continued services are considered essential to the Company's future progress and to provide them with a further incentive to remain as directors of the Company.

The Board of Directors (the "Board") shall supervise and administer the Plan. All questions concerning interpretation of the Plan or any options granted under it shall be resolved by the Board and such resolution shall be final and binding upon all persons having an interest in the Plan. The Board may, to the full extent permitted by or consistent with applicable laws or regulations, delegate any or all of its powers under the Plan to a committee appointed by the Board, and if a committee is so appointed, all references to the Board in the Plan shall mean and relate to such committee.

Directors of the Company who are not employees of the Company or any subsidiary of the Company ("non-employee directors") shall be eligible to receive options under the Plan.

(a) The maximum number of shares of the Company's Common Stock, par value $.001 per share ("Common Stock"), which may be issued under the Plan shall be 100,000 shares, subject to adjustment as provided in Section 7.

(b) If any outstanding option under the Plan for any reason expires or is terminated without having been exercised in full, the shares covered by the unexercised portion of such option shall again become available for issuance pursuant to the Plan.

(c) All options granted under the Plan shall be non-statutory options not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

(d) Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

Each option granted under the Plan shall be evidenced by a written agreement in such form as the Board shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions:

(x) each person who first becomes a non-employee director after the closing date (the "Closing Date") of the Company's initial public offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, shall be granted an option to purchase 5,000 shares of Common Stock on the date of his or her initial election to the Board; and

(y) each non-employee director shall be granted an option to purchase 2,500 shares of Common Stock on the date of each Annual Meeting of Stockholders of the Company following the Closing Date commencing with the 1999 Annual Meeting of Stockholders (other than a director who was initially elected to the Board at any such Annual Meeting or, if previously, at any time after the prior year's Annual Meeting of Stockholders), provided that he or she is serving as a director immediately following the date of such Annual Meeting.

Each date of grant of an option pursuant to this Section 5(a) is hereinafter referred to as an "Option Grant Date."

exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification, or to satisfy such condition.

If, through or as a result of any merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar transaction, (i) the outstanding shares of Common Stock are exchanged for a different number or kind of securities of the Company or of another entity, or (ii) additional shares or new or different shares or other securities of the Company or of another entity are distributed with respect to such shares of Common Stock, the Board shall make an appropriate and proportionate adjustment in (x) the maximum number and kind of shares reserved for issuance under the Plan, (y) the number and kind of shares or other securities subject to then outstanding options under the Plan, and (z) the price for each share subject to any then outstanding options under the Plan (without changing the aggregate purchase price for such options), to the end that each option shall be exercisable, for the same aggregate exercise price, for such securities as such optionholder would have held immediately following such event if he had exercised such option immediately prior to such event. No fractional shares will be issued under the Plan on account of any such adjustments.

For purposes of the Plan, an "Acquisition Event" shall be deemed to have occurred only if any of the following events occurs: (i) any merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of the Company or such surviving or acquiring entity outstanding immediately after such merger or consolidation; (ii) any sale of all or substantially all of the assets of the Company; or (iii) the complete liquidation of the Company.

The Board may suspend or terminate the Plan or amend it in any respect whatsoever.

Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the Treasurer of the Company and shall become effective when it is received.

The Plan and all determinations made and actions taken pursuant hereto shall be governed by the internal laws of the State of Delaware (without regard to any applicable conflicts of laws or principles).

The Plan shall take effect upon the closing of the Company's initial public offering of Common Stock.

Adopted by the Board of Directors on November 12, 1998

BOTTOMLINE TECHNOLOGIES (de), INC.

This agreement evidences the grant by Bottomline Technologies (de), Inc., a Delaware corporation (the "Company"), on ___________, 199______ (the "Grant Date") to _________________, a director of the Company (the "Participant"), of an option to purchase, in whole or in part, on the terms provided herein and in the Company's 1998 Director Stock Option Plan (the "Plan"), a total of __________________ shares (the "Shares") of common stock, $.001 par value per share, of the Company ("Common Stock") at $__________ per Share. Unless earlier terminated, this option shall expire on _______ (the "Final Exercise Date").

It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended and any regulations promulgated thereunder (the "Code"). Except as otherwise indicated by the context, the term "Participant", as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

This option will become exercisable in accordance with the following schedule:_______ This option shall expire upon, and will not be exercisable after, the Final Exercise Date.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option.

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.

Dated: _________              By:_________________________________
                                 Name:____________________________

                                 Title:___________________________

PARTICIPANT'S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company's 1998 Stock Option Plan.

PARTICIPANT:

Address: _____________________

EXHIBIT 10.4

BOTTOMLINE TECHNOLOGIES (de), INC.

1998 EMPLOYEE STOCK PURCHASE PLAN

The purpose of this Plan is to provide eligible employees of Bottomline Technologies (de), Inc. (the "Company") and certain of its subsidiaries with opportunities to purchase shares of the Company's common stock, $.001 par value per share (the "Common Stock"). Two Hundred Fifty Thousand (250,000) shares of Common Stock in the aggregate have been approved for this purpose.

(a) they are customarily employed by the Company or a Designated Subsidiary for more than 20 hours a week and for more than five months in a calendar year; and

(b) they have been employed by the Company or a Designated Subsidiary for at least three months prior to enrolling in the Plan; and

(c) they are employees of the Company or a Designated Subsidiary on the first day of the applicable Plan Period (as defined below).

No employee may be granted an option hereunder if such employee, immediately after the option is granted, owns 5% or more of the total combined voting power or value of the stock of the Company or any subsidiary. For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall

apply in determining the stock ownership of an employee, and all stock which the employee has a contractual right to purchase shall be treated as stock owned by the employee.

No employee may be granted an Option (as defined in Section 9) which permits his rights to purchase Common Stock under this Plan and any other employee stock purchase plan (as defined in Section 423(b) of the Code) of the Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such Common Stock (determined at the Offering Commencement Date of the Plan Period) for each calendar year in which the Option is outstanding at any time.

Each employee who continues to be a participant in the Plan on the Exercise Date shall be deemed to have exercised his Option at the Option Price on such date

and shall be deemed to have purchased from the Company the number of full shares of Common Stock reserved for the purpose of the Plan that his accumulated payroll deductions on such date will pay for, but not in excess of the maximum number determined in the manner set forth above.

Any balance remaining in an employee's payroll deduction account at the end of a Plan Period will be automatically refunded to the employee, except that any balance which is less than the purchase price of one share of Common Stock will be carried forward into the employee's payroll deduction account for the following Offering, unless the employee elects not to participate in the following Offering under the Plan, in which case the balance in the employee's account shall be refunded.

date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

In the event of a merger or consolidation of the Company with or into another corporation which does not involve Continuity of Control, or of a sale of all or substantially all of the assets of the Company while unexercised Options remain outstanding under the Plan, all outstanding Options shall be cancelled by the Board or the Committee as of the effective date of any such transaction, provided that notice of such cancellation shall be given to each holder of an Option, and each holder of an Option shall have the right to exercise such Option in full based on payroll

deductions then credited to his account as of a date determined by the Board or the Committee, which date shall not be less than ten (10) days preceding the effective date of such transaction.

which approval must occur within twelve months of the adoption of the Plan by the Board.

Adopted by the Board of Directors on November 12, 1998

Approved by the stockholders on ___________, 1998

EXHIBIT 10.5

THIS FIRST AMENDMENT AND RESTATEMENT OF STOCK RIGHTS AND VOTING AGREEMENT (this "Agreement"), made as of March 31, 1992 (the "Effective Date"), by and between BOTTOMLINE TECHNOLOGIES, INC., a New Hampshire corporation (the "Corporation"); and the shareholders of the Corporation listed on Exhibit A attached hereto (collectively the "Shareholders" or "Holders").

The Corporation, Daniel McGurl ("McGurl"), James Loomis ("Loomis"), Charles P. O'Leary ("O'Leary"), Joseph Leo Barry, Jr. ("Leo Barry"), and Dennis E. Barry ("Dennis Barry") (collectively, the "Existing Shareholders") are parties to that certain Stock Rights and Voting Agreement dated June 29, 1990 (the "Existing Stock Rights Agreement"). The remaining Shareholders (collectively the "New Shareholders") and the Corporation are parties to a certain Stock Purchase Agreement of even date (the "Stock Purchase Agreement"), pursuant to which the New Shareholders have agreed to purchase certain shares of the Corporation's common stock, One-tenth Cent ($0.001) par value (the "Stock") and warrants for certain shares of Stock. The purpose of this Agreement is to provide the Shareholders (including the Existing Shareholders and the New Shareholders) with certain stock and voting rights, all as more particularly set forth in this Agreement. It is intended that this Agreement supersede and replace the Existing Stock Rights Agreement.

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants and representations set forth in this Agreement, the parties hereby agree that the provisions of the Existing Stock Rights Agreement be and the same hereby are deleted in their entirety and that the same hereby are superseded and replaced by the following provisions:

(a) Subject to the exclusions set forth in subsection (f) below, if the Corporation proposes to issue (a "Proposed Issuance") any unissued or treasury shares of Stock or any bonds, certificates of indebtedness, debentures, warrants, options, or other securities, rights, or obligations convertible into any shares of Stock or carrying any right to subscribe to or acquire any shares of Stock, then the Corporation shall give each of the Shareholders other than McGurl and Loomis (individually a "Purchaser" and collectively the "Purchasers"), a written notice (the "Notice") describing the Proposed Issuance (including the identification of the

securities to be issued, the price payable for such securities, and any other terms and conditions applicable to the Proposed Issuance).

(b) Each Purchaser shall have the right (the "Preemptive Right") to subscribe to or acquire all or a portion of such Purchaser's respective Proportionate Share (as defined below) of the Proposed Issuance. Each Purchaser shall be entitled to exercise such Purchaser's Preemptive Right in the manner set forth in the Notice and on terms and conditions that are no less favorable than the terms and conditions established by the Corporation to govern the Proposed Issuance.

(c) If any Purchaser fails to exercise such Purchaser's Preemptive Right within thirty (30) days following such Purchaser's receipt of the Notice, then such Purchaser's Preemptive Right shall be deemed to have been waived with respect to the Proposed Issuance, and, for a period of ninety (90) days thereafter, the Corporation shall be entitled to effect the Proposed Issuance, in whole or in part, free and clear of such Purchaser's Preemptive Right, at the price specified in the Notice and upon other terms and conditions no more favorable to the acquiror(s) of the Proposed Issuance than the terms and conditions specified in the Notice.

(d) Any Purchaser may waive such Purchaser's Preemptive Right with respect to any Proposed Issuance by a writing filed with the Board of Directors or the Secretary of the Corporation.

(e) For purposes of this Section, a Purchaser's "Proportionate Share" shall mean, as of the date on which a Notice is given, a fraction:

(i) the numerator of which is equal to the number of shares of Stock owned by such Purchaser as of the Effective Date, including all shares of Stock being purchased as of the Effective Date by such Purchaser pursuant to the Stock Purchase Agreement; and

(ii) the denominator of which is equal to the sum of (A) such number of shares of Stock as are outstanding as of the Effective Date, including all shares of Stock being purchased as of the Effective Date pursuant to the Stock Purchase Agreement, plus (B) such number of shares of Stock as have then been issued pursuant to the exercise of stock options which have been granted under the Corporation's August 1, 1989 Stock Option Plan, as amended (the "Stock Option Plan"), plus (C) such number of shares of Stock as are subject to then-outstanding stock options which have been granted under the Stock Option Plan.

Notwithstanding the above, if the outstanding shares of Stock shall be subdivided or combined into a greater or smaller number of shares or if the Corporation shall issue any shares of Stock as a stock dividend on its outstanding Stock, or if a
Purchaser shall transfer any of such Purchaser's Stock (other than to a Related Transferee as defined in subsection (g) below] of such Purchaser), then the numbers set forth in subsection (i), and, in the case of a subdivision, combination, or stock dividend, in subsection (ii) (A) above shall be proportionately increased or decreased (as the case may be).

(f) Notwithstanding the foregoing provisions of this Section, the Purchasers' Preemptive Rights shall not apply to:

(i) any Proposed Issuance of stock options under the Stock Option Plan (or of any shares of Stock pursuant to the exercise of any such stock option) to an employee of the Corporation (excluding McGurl and Loomis and their respective Affiliates [as defined in subsection (g) below]); provided, that any Proposed Issuance to McGurl or to Loomis, or to the respective Affiliates of either of them, shall be subject to the Purchasers' Preemptive Rights;

(ii) any stock dividend or subdivision of shares of Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Stock;

(iii) any securities issued solely in consideration for the acquisition (whether by merger of otherwise) by the Corporation or any of its subsidiaries of all or substantially all of the stock or assets of any other entity;

(iv) any securities issued pursuant to an underwritten public offering; or

(v) any Stock issued pursuant to warrants held by the Purchasers or their Related Transferees.

(g) As used in this Agreement:

(i) an "Affiliate" shall mean a third party which either (A) is owned by the Corporation or is under common control with the Corporation, (B) is a trust or other entity in which McGurl or Loomis has a beneficial interest, or (C) is (or is owned or controlled by) a person who is the spouse, child, or parent of McGurl or Loomis; and

(ii) a "Related Transferee" of a Shareholder shall mean a parent, spouse, or child of such Shareholder, or a trust for the exclusive benefit of such

Shareholder and/or the parents, spouse, or children of such Shareholder, to whom shares of Stock owned by such Shareholder have been transferred.

(h) The provisions of this Section 1 are personal to each Purchaser and may only be exercised by such Purchaser, while such Purchaser, or a Related Transferee of such Purchaser (such Related Transferee being deemed a Purchaser for purposes of this Section 1), owns Stock of the Corporation which was purchased prior to or effective as of the Effective Date.

(a) If the Corporation proposes to register, either for its own account or for the account of any Shareholder, under the Securities Act of 1933, as amended, any shares of Stock for sale for cash or other consideration to the public (other than a registration relating solely to either a transaction under Rule 145 of the Securities and Exchange Commission or an employee benefit plan) (a "Registration"), the Corporation shall notify the Shareholders in writing and shall afford the Shareholders the opportunity to include in the Registration all or any portion of the shares of Stock owned by them; provided, that the inclusion of such shares of Stock in the Registration shall be subject to:

(i) compliance with the terms and conditions of any underwriting agreement covering the Registration;

(ii) if and to the extent that the managing underwriter determines that marketing factors require a limitation of the number of shares of Stock to be underwritten, then, with respect to the total number of shares of Stock of the Shareholders so determined as being available for inclusion in the Registration, each Shareholder (subject to the provisions of subsection (g) below governing Related Transferees) shall be entitled to include such Shareholder's Percentage (as defined in Section 3(a)(i) below) of such total number of shares so determined as being available for inclusion in the Registration; provided, further, that if all of the shares proposed to be included in the Registration by a particular Shareholder are thereby included, then any remaining shares which the managing underwriter determines are available for inclusion in the Registration shall be split between the other Shareholders (proportionate to their respective Percentages) unless all of the shares proposed to be included by one or more of those Shareholders are thereby included, in which event any remaining shares available for inclusion shall be available to the remaining such Shareholder(s) (proportionate to their respective Percentages); and

(iii) prohibition from inclusion if, in the judgment of the managing underwriter, such prohibition is required.

(b) In connection with the inclusion of any shares of Stock of the Shareholders in a Registration, the Corporation will use its best efforts to register or qualify the shares of Stock covered by such registration statement under the securities or "blue sky" laws of such jurisdictions as the Shareholders or, in the case of an underwritten public offering, the managing underwriter reasonably shall request; provided, however, that the Corporation shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction.

(c) The Corporation and not the Shareholders, shall be responsible for the payment of all fees and expenses (including, without limitation, registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Corporation, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, and costs of insurance) incurred by the Corporation in connection with the Registration and the inclusion of any shares of Stock by the Shareholders therein; provided, that each Shareholder, and not the Corporation, shall be responsible for all underwriting discounts and selling commissions applicable to the sale of any of such Shareholder's shares of Stock.

(d) In connection with any Registration where shares of Stock of a Shareholder are also registered pursuant to the provisions of this Section:

(i) the Corporation will indemnify and hold harmless such Shareholder against any losses, claims, damages, or liabilities, joint or several, to which such Shareholder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof):

(A) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to the Corporation and contained in (1) the registration statement under which such shares were registered under the Securities Act, (2) the final prospectus therefor, or (3) any amendment or supplement thereof, or

(B) arise out of or are based upon the omission or alleged omission to state therein a material fact relating to the Corporation that is (1) required to be stated therein, or (2) necessary to make the statements therein not misleading;

(ii) the Corporation will reimburse such Shareholder for any legal or other expenses reasonably incurred by him in connection with investigating or defending any such loss, claim, damage, liability, or action covered by the provisions of subparagraph (i) above; provided, however, that the Corporation will not be liable in any such case if and to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Shareholder in writing specifically for use in such registration statement, prospectus, or amendment thereof;

(iii) such Shareholder will indemnify and hold harmless the Corporation, each other Shareholder participating in the Registration, each officer of the Corporation who signs the registration statement, and each director of the Corporation against all losses, claims, damages, or liabilities, joint or several, to which the Corporation or such other Shareholder, officer, or director may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof):

(A) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to such Shareholder and contained in (1) the registration statement under which such Restricted Stock was registered under the Securities Act,
(2) the final prospectus therefor, or (3) any amendment or supplement thereof, or

(B) arise out of or are based upon the omission or alleged omission to state therein a material fact relating to such Shareholder that is (1) required to be stated therein, or (2) necessary to make the statements therein not misleading; and

(iv) such Shareholder will reimburse the Corporation and each other Shareholder, officer, and director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that such Shareholder will not be liable in any such case if and to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made notwithstanding the Corporation's prior receipt of a written notice from such Shareholder of the error in the statement or of the omission.

(e) In connection with any Registration where shares Stock of a Shareholder are also registered pursuant to the provisions of this Section, such Shareholder will cooperate with the Corporation and each underwriter (if the method of disposition

shall be an underwritten public offering) and will take all such actions and execute and deliver all such instruments, agreements, and documents as the Corporation or any such underwriter reasonably may request, including, but not limited to:

(i) furnishing to the Corporation in writing such information with respect to such Shareholder and the proposed distribution by him as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws, and

(ii) immediately notifying the Corporation, each other Shareholder participating in the Registration, and the managing underwriter (if the method of disposition shall be an underwritten public offering), at any time when a prospectus relating to such Registration is required to be delivered under the Securities Act, of the happening of any event of which such Shareholder has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

(f) The rights set forth in this Section 2 are personal to each Shareholder and may be exercised by such Shareholder only while such Shareholder or such Shareholder's Related Transferee(s) owns Stock of the Corporation.

(g) For purposes of effecting the rights granted to the Shareholders pursuant to this Section 2, a Shareholder who is a Related Transferee of another Shareholder (a "Transferor Shareholder") shall, to the extent of the shares of Stock transferred by the Transferor Shareholder to such Related Transferee (the "Previously Transferred Shares"), be deemed to be the Transferor Shareholder. In particular, with respect to the limitation on the number of shares of Stock which the Transferor Shareholder and such Related Transferee may include in the Registration under this Section 2, the Previously Transferred Shares shall be considered to be owned by the Transferor Shareholder. Unless otherwise agreed between the Transferor Shareholder and such Related Transferee, any permitted inclusion in the Registration of some, but not all, of the shares of Stock owned by the Transferor Shareholder and of the Previously Transferred Shares shall be allocated between the Transferor Shareholder and such Related Transferee pro rata based on the respective number of such shares of Stock owned by the Transferor Shareholder and of such Previously Transferred Shares.

(a) If any Shareholder (the "Selling Shareholder") shall propose to transfer (a "Proposed Transfer") to any person (the "Proposed Transferee"), other than (1) another Shareholder, (2) a Related Transferee, or (3) the Corporation, any shares of Stock (including any shares issued as the result of the exercise of warrants therefor) (the "Transfer Shares"), then each remaining Shareholder (subject to the provisions of subsection (f) below governing Related Transferees) shall have:

(i) the right to transfer, in place of certain of the Transfer Shares, such number of such remaining Shareholder's shares of Stock (including any shares issued as the result of the exercise of warrants therefor) as is equal to the following percentage ("Percentage") of the number of Transfer Shares:

(A) for McGurl, 25.9537%,

(B) for Loomis, 25.9537%,

(C) for O'Leary, 25.9537%,

(D) for Leo Barry, 6.6022%,

(E) for Dennis Barry, 6.6022%, and

(F) for each New Shareholder, .0535% for each Unit (as defined in the Stock Purchase Agreement) purchased pursuant to the Stock Purchase Agreement; or

(ii) if the Proposed Transferee is unwilling to purchase shares of any remaining Shareholder as part of the Proposed Transfer, then the right to have the Selling Shareholder purchase, out of the proceeds of the sale of the Transfer Shares to the Proposed Transferee, such number of such remaining Shareholder's shares of Stock (including any shares issued as the result of the exercise of warrants therefor) as is equal to his Percentage of the number of Transfer Shares;

all upon and subject to the additional terms and conditions set forth in this Section. Transfers of shares of Stock between Shareholders shall not be subject to the provisions of this Section.

(b) In the event of a Proposed Transfer, the Selling Shareholder shall give written notice (the "Transfer Notice") to the remaining Shareholder(s) of the Proposed Transfer, including the number of shares of Stock proposed to be transferred, the price and general terms and conditions governing the Proposed Transfer, and the identity of the Proposed Transferee.

(c) Upon receipt of the Transfer Notice, each remaining Shareholder shall be entitled to exercise his rights under subsection (a) above by giving the Selling Shareholder written notice (the "Participation Notice") thereof within thirty (30) days following his receipt of the Transfer Notice. If no such Participation Notice is given by such remaining Shareholder, then his rights under subsection (a) above shall automatically terminate with respect to the Proposed Transfer.

(d) In the event that any remaining Shareholder exercises his rights under subsection (a) above, then any transfer of shares of Stock by such remaining Shareholder shall be subject to the same terms and conditions that govern the Selling Shareholder under the Proposed Transfer.

(e) The rights of any Shareholder under this Section may be waived as to any Proposed Transfer by his delivering a writing to that effect to the Corporation and the other Shareholders.

(f) For purposes of effecting the rights granted to the Shareholders pursuant to this Section 3, a Shareholder who is a Related Transferee of another Shareholder (a "Transferor Shareholder") shall, to the extent of the shares of Stock transferred by the Transferor Shareholder to such Related Transferee (the "Previously Transferred Shares"), be deemed to be the Transferor Shareholder. In particular, with respect to the limitation on the number of shares of Stock which the Transferor Shareholder and such Related Transferee may include in the Proposed Transfer under this Section 3, the Previously Transferred Shares shall be considered to be owned by the Transferor Shareholder. Unless otherwise agreed between the Transferor Shareholder and such Related Transferee, any permitted inclusion in the Proposed Transfer of some, but not all, of the shares of Stock owned by the Transferor Shareholder and of the Previously Transferred Shares shall be allocated between the Transferor Shareholder and such Related Transferee pro rata based on the respective number of such shares of Stock owned by the Transferor Shareholder and of such Previously Transferred Shares.

(a) Each of the Redeeming Shareholders, or their Related Transferees, as the case may be, shall have the right, at any time after June 29, 1995, to have all, but not less than all, of such Redeeming Shareholder's respective shares of Purchase Stock [as defined in subsection (d) below] redeemed by the Corporation by delivering written notice requesting the same to the Corporation at least thirty (30) days prior to the date upon which such redemption is being requested (the "Redemption Date").

(b) The redemption price to be paid by the Corporation for any Purchase Stock shall be Three Dollars ($3.00) per share, together with accrued interest thereon from the date on which such Redeeming Shareholder purchased such Purchase Stock (the "Purchase Date") to the Redemption Date at a variable rate which shall be the "Base Rate" (or its equivalent) of the Bank of Boston, Boston, Massachusetts, as in effect on each annual anniversary of the Purchase Date (each such date being hereinafter referred to as an "Anniversary Date"), which interest shall accrue at such rate for the annual period then ending and be compounded annually upon each such Anniversary Date, and said interest rate to be set with respect to any portion of any annual period in which a redemption of Purchase Stock occurs hereunder as of the Redemption Date.

(c) The redemption price shall be payable in cash to a Redeeming Shareholder on the Redemption Date.

(d) The term "Purchase Stock" as used in this Agreement shall mean the Stock purchased by a Redeeming Shareholder pursuant to his Stock Purchase Agreement, whether then held by such Redeeming Shareholder, or his Related Transferees, as the case may be, increased or decreased by any stock dividend, subdivision, or combination, but not including any stock purchased pursuant to warrants for any Stock of the Corporation.

(a) "Registrable Securities" shall mean shares of Stock owned by a New Shareholder.

(b) "Registration Expenses" shall mean all expenses incurred by the Corporation in registering any Registrable Securities under applicable federal and state securities laws in accordance with the provisions of this Section 5 (including all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Corporation, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, and costs of insurance), but excluding any Selling Expenses.

(c) "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to any sale of Registrable Securities.

(d) "Commission" means the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

(e) "Securities Act" shall mean the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

(a) At any time after six (6) months following any registration statement covering a public offering of securities of the Corporation under the Securities Act, the holders of Registrable Securities which both:

(i) constitutes at least a majority of the total shares of Registrable Securities then outstanding, and

(ii) is reasonably anticipated to sell to the public in a public offering for an aggregate price at least equal to Two Million Dollars ($2,000,000.00),

may request the Corporation to register under the Securities Act (a "Demand Registration") all of the shares of Registrable Securities held by such requesting holder or holders (or such lesser portion of such shares of Registrable Securities may be requested to be registered if the reasonably anticipated aggregate price to the public of such public offering would be at least Two Million Dollars ($2,000,000.00)).

(b) The request described in subsection (a) above shall be set forth in a written notice (the "Demand Registration Notice") given by the requesting holder or holders to the Corporation. The Demand Registration Notice shall specify the number of shares of Registrable Securities requested to be registered (the "Requested Shares") and the manner in which the Requested Shares are to be sold.

(c) Following its receipt of any Demand Registration Notice, the Corporation shall immediately notify (the "Participation Notice") all non- requesting holders of Registrable Securities that the Corporation has received the Demand Registration Notice, and a copy of the Demand Registration Notice shall be included with the Participation Notice. Each such non-requesting holder shall be entitled to include in the Demand Registration, for sale in accordance with the method of disposition specified in the Demand Registration Notice, all or any lesser portion of the shares of Registrable Securities of such holder by giving the Corporation, within fifteen (15) days following the giving of the Participation Notice, written notice of such holder's election to participate in the Demand Registration (including a statement of the number of Registrable Securities of such holder which should be included in the Demand Registration).

(e) The following provisions shall be applicable if the requested method of disposition shall be an underwritten public offering:

(i) The Corporation shall designate the managing underwriter for the offering, subject to the approval of the holders of a majority of the shares of Registrable Securities to be registered in the Demand Registration (which approval shall not be unreasonably withheld or delayed). In the event such managing underwriter is not so approved, the Corporation shall designate another managing underwriter as soon as practicable.

(ii) The right of any holder to registration pursuant to this
Section 5.2 shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the holders, to the extent provided herein). The Corporation shall (together with all holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter.

(iii) Notwithstanding any other provision of this Section 5.2 to the contrary, if the managing underwriter advises the Corporation in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares that may be included in the registration and underwriting shall be allocated among all holders requesting inclusion in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such holders at the time of the filing of the registration statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration.

(iv) If any holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Corporation, the managing underwriter, and the other holders. The Registrable Securities so withdrawn shall also be withdrawn from registration; provided, however, that if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other holders may be included in such registration (up to the maximum of any limitation imposed by the managing underwriter), then the Corporation shall offer to all holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this
Section 5.2(e). If the registration does not become effective due to the withdrawal of Registrable Securities, then either (A) the holders requesting registration shall reimburse the Corporation for expenses incurred in complying with the request, or (B) the aborted registration shall be treated as effected for purposes of Section 5.2(h) below.

(f) The Corporation shall be entitled to include in the Demand Registration, for sale in accordance with the method of disposition specified in the Demand Registration Notice, both:

(i) shares of Stock to be sold by the Corporation for its own account, and

(ii) shares of Stock owned by any other stockholder or stockholders of the Corporation, except that the number of shares of Stock to be included by any such other stockholder shall not exceed two percent (2%) of the then outstanding shares of Stock;

(g) In the case of each registration effected by the Corporation pursuant to this Section 5.2, the Corporation will keep each holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense the Corporation will:

(i) keep such registration effective for a period of one hundred twenty (120) days or until the holder or holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; and

(ii) furnish such number of prospectuses and other documents incident thereto as a holder from time to time may reasonably request.

(h) Notwithstanding anything to the contrary contained in this Section 5.2:

(i) no Demand Registration Notice may be given within one (1) year after the effective date of a registration statement filed by the Corporation covering an underwritten public offering in which the holders of Registrable Securities shall have been entitled to join pursuant to
Section 2 above and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested; and

(ii) the Corporation shall be obligated to register Registrable Securities pursuant to this Section 5.2 on two (2) occasions only; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified in the Demand Registration Notice, shall have become effective.

(a) In addition to the rights set forth in Section 5.2 above, if a holder or holders request by written notice to the Corporation that the Corporation file a registration statement on Form S-3 (or any successor thereto) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which would exceed One Million Dollars ($1,000,000.00), and the Corporation is a registrant entitled to use Form S-3 to register securities for such an offering, the Corporation shall use its best efforts to cause such shares to be registered for the offering on such form (or any successor thereto).

(b) All Registration and Selling Expenses incurred in connection with a registration pursuant to this Section 5.4 shall be borne by the holder or holders

participating in the registration on Form S-3 pro rata according to the number of Registrable Securities so registered.

(a) Each of the Shareholders hereby agrees and consents for himself and his Related Transferees to vote all shares of the voting Stock of the Corporation as may from time to time be owned by him or his Related Transferees for the election and re-election of the following individuals as members of the Board of Directors of the Corporation (the "Board"):

(i) McGurl;

(ii) Loomis;

(iii) O'Leary; and

(iv) one of either Leo Barry or Dennis Barry.

The foregoing voting agreement shall pertain to all shares of Stock of each of the Shareholders, whether held in the name of such Shareholder or held in the name of or for the benefit of any Related Transferee of such Shareholder.

(b) Each of the Existing Shareholders agrees that his right to be elected to the Board pursuant to the voting agreement in subsection (a) above will terminate as to such Shareholder and that he will be deemed to have resigned and will cease to be a member of the Board in the event that:

(i) in the case of either McGurl, Loomis, or O'Leary, he and his respective Related Transferees, do not own in the aggregate two hundred thousand (200,000) shares of the Stock (subject to adjustment in the event of any stock dividend, subdivision, or combination affecting all of the outstanding Stock of the Corporation); or

(ii) in the case of Leo Barry and Dennis Barry, they and their Related Transferees, do not own in the aggregate one hundred thousand (100,000) shares of the Stock (subject to adjustment in the event of any stock dividend, subdivision, or combination affecting all of the outstanding Stock of the Corporation).

(c) The provisions of this Section 5 shall in no manner be deemed to limit the right of the Shareholders of the Corporation to increase the number of members of the Board at any time hereafter. Notwithstanding any increase of the number of members of the Board at any time during which O'Leary and Leo and Dennis Barry have the right to be elected as members of the Board of Directors pursuant to subsections (a) and (b) above, the Shareholders agree that no increase in the salary or compensation of either McGurl and/or Loomis, nor any capital expenditure by the Corporation in excess of Twenty-five Thousand Dollars ($25,000.00), may be authorized by the Board without the affirmative vote of one of either:

(i) O'Leary;

(ii) Leo or Dennis Barry (whoever is then serving on the Corporation's Board of Directors); or

(iii) a representative appointed by the New Shareholders, who, until changed by the New Shareholders with notice to the Corporation, shall be Hambrecht & Quist Venture Investors, L.P.

by two-thirds (2/3) or more in interest of the New Shareholders or their Related Transferees shall be binding on all of the New Shareholders (including their Related Transferees).

shall not be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of any of the provisions of this Agreement.

(i) by being hand-delivered to such party,

(ii) by being telecopied to such party's Telecopy Number (as defined below), with a copy of the telecopy being mailed by first class mail, postage prepaid, to such party's Address (as defined below), or

(iii) by being deposited in the mail (registered or certified) or delivered to a private express company, postage or freight prepaid, return receipt requested, addressed to such party at such party's Address.

As used in this Section, a party's "Address" shall mean the address of such party set forth in this Agreement underneath such party's signature line, and a party's a "Telecopy Number" shall mean the telephone number of such party set forth in this Agreement underneath such party's signature line. Each party may change such party's Address or Telecopy Number from time to time by giving the other party or parties notice of the change in accordance with the provisions of this Section.

IN WITNESS WHEREOF, the undersigned have executed this Agreement all as of the date first above-written.

  /s/                               By:  /s/ James Loomis
------------------------               -------------------------------
Witness                             James Loomis, Vice President

Address:                            One Court Street
                                    Exeter, New Hampshire 03833

Telecopy Number:                    603-778-3975

  /s/                                /s/ Dan McGurl
 ----------------------             ---------------------------------
Witness                             Signature

Name:                               Dan McGurl
                                    ---------------------------------

Address:                            116 Pepperell Way
                                    ---------------------------------
                                    York, ME 03909
                                    ---------------------------------

Telecopy Number:                    (603) 778-3975
                                    ---------------------------------

  /s/                               /s/ James L. Loomis
----------------------              ---------------------------------
Witness                             Signature

Name:                               James L. Loomis
                                    ---------------------------------

Address:                            10 Junkins Lane
                                    ---------------------------------
                                    Amherst, NH 03031
                                    ---------------------------------

Telecopy Number:                    (603) 778-3975
                                    ---------------------------------

                                    /s/ Joseph L. Barry, Jr.
_______________________             ---------------------------------
Witness                             Signature

Name:                               Joseph L. Barry, Jr.
                                    ---------------------------------

Address:                            307 Windy Row
                                    ---------------------------------
                                    Peterborough, NH 03458
                                    ---------------------------------

Telecopy Number:                    (603) 924-7575
                                    ---------------------------------

  /s/                               /s/ Dennis E. Barry, Sr.
-----------------------             ---------------------------------
Witness                             Signature

Name:                               Dennis E. Barry, Sr.
                                    ---------------------------------

Address:                            538 Bedford Street
                                    ---------------------------------
                                    Lakeville, MA 02347
                                    ---------------------------------

Telecopy Number:                    (508) 947-5024
                                    ---------------------------------

  /s/                               /s/
-----------------------             ---------------------------------
Witness                             Signature

Name:                               Hambrect & Quist Venture
                                    ---------------------------------
                                    Investors L.P.
                                    ---------------------------------

Address:                            One Bush Street
                                    ---------------------------------
                                    San Francisco, CA 94104
                                    ---------------------------------

Telecopy Number:                    415-576-3624
                                    ---------------------------------

  /s/
-----------------------             _________________________________
Witness                             Signature

Name:                               Mr. Daniel H. Case III
                                    ---------------------------------

Address:                            Hambrecht & Quist
                                    ---------------------------------
                                    One Bush Street
                                    ---------------------------------
                                    San Francisco, CA 94104
                                    ---------------------------------

Telecopy Number:                    415-576-3624
                                    ---------------------------------

  /s/                               /s/ Daniel H. Case, Sr.
------------------------            ---------------------------------
Witness                             Daniel H. Case, Sr.


  /s/                               /s/ Carol H. Case
-----------------------             ---------------------------------
Witness                             Carol H. Case


Name:                               Daniel H. Case, Sr. and
                                    Carol H. Case, as JTWROS

Address:                            737 Bishop Street, Suite 2600
                                    Honolulu, HI 96813

Telecopy Number:                    (808) 523-1920

Number of Units:

Purchase Price:

                                    /s/ Lionel P. Boissiere,Jr.
_______________________             ---------------------------------
Witness                             Signature

Name:                               Case Children's 1991 Irrevocable
                                    ---------------------------------
                                    Trust, Lionel P. Boissiere, Jr.,
                                    ---------------------------------
                                    Trustee
                                    ---------------------------------

Address:                            Hambrecht & Quist
                                    ---------------------------------
                                    One Bush Street
                                    ---------------------------------
                                    San Francisco, CA 94104
                                    ---------------------------------

Telecopy Number:                    415-576-3624
                                    ---------------------------------

  /s/                               /s/ Lionel P. Boissiere, Jr.
 ----------------------             ---------------------------------
Witness                             Signature

Name:                               Lionl P. Boissiere, Jr.
                                    ---------------------------------

Address:                            Hambrecht & Quist
                                    ---------------------------------
                                    One Bush Street
                                    ---------------------------------
                                    San Francisco, CA 94104
                                    ---------------------------------

Telecopy Number:                    415-576-3624
                                    ---------------------------------

  /s/                               /s/ William R. Timken
-----------------------             ---------------------------------
Witness                             Signature

Name:                               William R. Timken
                                    ---------------------------------

Address:                            One Bush Street
                                    ---------------------------------
                                    San Francisco, CA 94104
                                    ---------------------------------

Telecopy Number:                    415-576-3370
                                    ---------------------------------

  /s/                               /s/ Robert or Martha Cohn
-----------------------             ---------------------------------
Witness                             Signature

Name:                               Robert or Martha Cohn Trustees
                                    ---------------------------------

Address:                            20292 Calle Montalro
                                    ---------------------------------
                                    Saratoga, CA 95070
                                    ---------------------------------

Telecopy Number:                    _________________________________

/s/ Patricia Thompson               /s/ Alan Kessman
-----------------------             ---------------------------------
Witness                             Signature

Name:                               Alan Kessman
                                    ---------------------------------

Address:                            6 Thorndal Circle
                                    ---------------------------------
                                    Darien, CT 06820
                                    ---------------------------------

Telecopy Number:                    _________________________________

/s/                                 /s/ Vinod Gupta
-----------------------             ---------------------------------
Witness                             Signature

Name:                               Mr. Vinod Gupta
                                    ---------------------------------

Address:                            5711 South 86h Circle
                                    ---------------------------------
                                    Omaha, NE 68127
                                    ---------------------------------

Telecopy Number:                    402-339-0265
                                    ---------------------------------

  /s/                               /s/ John Hoffmaster
-----------------------             ---------------------------------
Witness                             Signature

Name:                               John Hoffmaster
                                    ---------------------------------

Address:                            5711 South 86h Circle
                                    ---------------------------------
                                    Omaha, NE 68127
                                    ---------------------------------

Telecopy Number:                    _________________________________

/s/                                 /s/ Howard B. Hillman,
-----------------------             ---------------------------------
Witness                             Signature

Name:                               Venhill Limited Partnership
                                    ---------------------------------

Address:                            158 Main Street
                                    ---------------------------------
                                    New Canaan, CT 06840
                                    ---------------------------------

Telecopy Number:                    203-972-0673
                                    ---------------------------------

  /s/                               /s/ Donald Dixon
----------------------              ---------------------------------
Witness                             Signature

Name:                               Mr. Donald R. Dixon
                                    ---------------------------------

Address:                            101 California Street, Suite 3150
                                    ---------------------------------
                                    San Francisco, CA 94111
                                    ---------------------------------

Telecopy Number:                    _________________________________

/s/                                 /s/ Stanley S. Shuman
-----------------------             ---------------------------------
Witness                             Signature

Name:                               Stanley S. Shuman
                                    ---------------------------------

Address:                            7 Fifth Avenue
                                    ---------------------------------
                                    New York, NY 10002
                                    ---------------------------------

Telecopy Number:                    202-830-8023
                                    ---------------------------------

/s/                                 /s/ Nathanael B. Greene, Jr.
-----------------------             ---------------------------------
Witness                             Signature

Name:                               Mr. Nathanael B. Greene, Jr.
                                    ---------------------------------

Address:                            494 Windy Row
                                    ---------------------------------
                                    Peterborough, NH 03485
                                    ---------------------------------

Telecopy Number:                    _________________________________

/s/                                 /s/ William E. Mayer
-----------------------             ---------------------------------
Witness                             Signature

Name:                               Mr. William E. Mayer
                                    ---------------------------------

Address:                            University of Rochester
                                    ---------------------------------
                                    Rochester, NY  14627
                                    ---------------------------------

Telecopy Number:                    _________________________________

EXHIBIT A
TO
FIRST AMENDMENT AND RESTATEMENT
OF
BOTTOMLINE TECHNOLOGIES, INC.
STOCK RIGHTS AND VOTING AGREEMENT

Daniel McGurl
James Loomis
Charles P. O'Leary
Joseph Leo Barry, Jr.
Dennis E. Barry

Hambrecht & Quist Venture Investors, L.P. Daniel H. Case III
Daniel H. Case and Carol H. Case, as JTWROS Case Children's 1991 Irrevocable Trust, Lionel P. Boissiere, Jr., Trustee Lionel P. Boissiere, Jr.
William R. Timken
The Wellington Trust under trust
agreement dated 1/30/86, Robert
or Martha Cohn, Trustees
Alan Kessman
Vinod Gupta
Jon Hoffmaster
Venhill Limited Partnership
Donald R. Dixon
Stanley S. Shuman
Nathanael B. Greene, Jr.
William E. Mayer

AMENDMENT TO
THE FIRST AMENDMENT AND RESTATEMENT
OF BOTTOMLINE TECHNOLOGIES, INC.
STOCK RIGHTS AND VOTING AGREEMENT

WHEREAS, the undersigned is a Shareholder, as defined in the First Amendment and Restatement of Bottomline Technologies, Inc. Stock Rights and Voting Agreement, dated as of March 31, 1992 (the "Stock Rights and Voting Agreement"); and

WHEREAS, Charles P. O'Leary ("O'Leary"), also a Shareholder as defined in the stock Rights and Voting Agreement, desires to sell up to 25,000 shares of Common Stock (the "Stock") of Bottomline Technologies, Inc. (the "Company") to John H. Harland Company ("Harland"); and

WHEREAS, such sale by O'Leary to Harland would result in O'Leary owning less than 200,000 shares of Stock;

NOW THEREFORE, the undersigned Shareholder hereby agrees to amend Section 6(b) of the Stock Rights and Voting Agreement to delete the following:

"(i) in the case of either McGurl, Loomis, or O'Leary, he and his respective Related Transferees, do not own in the aggregate two hundred thousand (200,000) shares of the Stock (subject to adjustment in the event of any stock dividend, subdivision, or combination affecting all of the outstanding Stock of the Corporation); or"

and to replace such subsection (i) of Section 6(b) with the following:

"(i) in the case of: (A) either McGurl or Loomis, he and his respective Related Transferees, do not own in the aggregate two hundred thousand (200,000) shares of the Stock (B) O'Leary, he and his respective Related Transferees do not own in the aggregate one hundred eighty five thousand (185,000) shares of the Stock (subject to adjustment in the event of any stock dividend, subdivision, or combination affecting all of the outstanding Stock of the Corporation); or"

WAIVER AND AMENDMENT

WHEREAS, Mr. Charles P. O'Leary ("O'Leary") has proposed to transfer 10,000 shares of common stock, $.001 par value per share (the "Transfer Shares") of Bottomline Technologies, Inc. ("Bottomline") at a per share purchase price of $14.75 (the "Sale") to Mr. Bruce E. Elmblad ("Elmblad"); and

WHEREAS, Bottomline and the undersigned Shareholder, as defined in the First Amendment and Restatement of Bottomline Technologies, Inc. Stock Rights and Voting Agreement, dated as of March 31, 1992, as amended, (the "Agreement") believe it is in the best interest of Bottomline and the Shareholder to allow O'Leary to sell the Transfer Shares to Elmblad and to amend the Agreement;

NOW THEREFORE:

1. The undersigned Shareholder hereby waives any and all Take-Along- Rights which the undersigned may have with respect to the Transfer Shares pursuant to Section 3 of the Agreement, provided such shares are sold only to Elmblad or his assigns and such sale is effected on or prior to October 1, 1996, and the undersigned hereby waives any rights to notice with respect to such transfer by O'Leary.

2. Bottomline and the undersigned Shareholder hereby agree to amend
Section 3 of the Agreement to add the following as Subsection 3(g):

"(g) Notwithstanding any provision to the contrary, this Section 3 shall not apply to the sale by O'Leary of up to 10,000 shares of Common Stock of the Corporation to Mr. Bruce Elmblad or his assigns; provided such sale shall take place on or prior to October 1, 1996."

3. Bottomline and the undersigned Shareholder hereby agree to amend
Section 3(a)(i)(C) of the Agreement, effective upon consummation of the Sale, to change the percentage listed therein next to O'Leary's name from 25.9537% to 22.7095%.

4. Bottomline and the undersigned Shareholder hereby agree to amend and restate Section 6 of the Agreement in its entirety, effective upon consummation of the Sale, such that it shall read in its entirety as follows:

(a) Each of the Shareholders hereby agrees and consents for himself and his Related Transferees to vote all shares of the voting Stock of the Corporation as may be from time to time owned by him or his Related Transferees for the election and re-

election of the following individuals as members of the Board of Directors of the Corporation (the "Board"):

(i) McGurl;

(ii) Loomis; and

(iii) one of either Leo Barry or Dennis Barry.

The foregoing voting agreement shall pertain to all shares of Stock of each of the Shareholders, whether held in the name of such Shareholder or held in the name or for the benefit of any Related Transferee of such Shareholder.

(b) Each of the Existing Shareholders agrees that his right to be elected to the Board pursuant to the voting agreement in subsection (a) above will terminate as to such Shareholder and that he will be deemed to have resigned and will cease to be a member of the Board in the event that:

(i) in the case of either McGurl or Loomis, he and his respective Related Transferees, do not own in the aggregate two hundred thousand (200,000) shares of the Stock (subject to adjustment in the event of any stock dividend, subdivision, or combination affecting all of the outstanding Stock of the Corporation); or

(ii) in the case of Leo Barry and Dennis Barry, they and their Related Transferees, do not own in the aggregate one hundred thousand (100,000) shares of the Stock (subject to adjustment in the event of any stock dividend, subdivision, or combination affecting all of the outstanding Stock of the Corporation).

(c) The provisions of this Section 5 shall in no manner be deemed to limit the right of the Shareholders of the Corporation to increase the number of members of the Board at any time hereafter. Notwithstanding any increase of the number of members of the Board at any time during which Leo and Dennis Barry have the right to be elected as members of the Board of Directors pursuant to subsections (a) and (b) above, the Shareholders agree that no increase in the salary or compensation of either McGurl and/or Loomis, nor any capital expenditure by the Corporation in excess of Twenty-five Thousand Dollars ($25,000), may be authorized by the Board without the affirmative vote of one of either:

(i) Leo or Dennis Barry (whoever is then serving on the Corporation's Board of Directors); or

(ii) a representative appointed by the New Shareholders, who, until changed by the New Shareholders with notice to the Corporation, shall be Hambrecht & Quist Venture Investors, L.P."

Capitalized terms not otherwise defined herein have the respective meaning ascribed to them in the Agreement.

This Waiver and Amendment may be signed in one or more counterparts.

IN WITNESS WHEREOF, this Waiver and Amendment has been executed by Bottomline and the undersigned Shareholder on or before August 10, 1996 with the intent that it become effective, except as otherwise provided herein, as of and on August 10, 1996.

AMENDMENT NO.2

WHEREAS, Bottomline Technologies, Inc. a New Hampshire corporation (Bottom line NH), and the undersigned are named parties to the First Amendment and Restatement of Bottom line Technologies, Inc. Stock Rights and Voting Agreement, dated as of March 31, 1992, as amended (the "Agreement"); and

WHEREAS, Bottom line NH was merged with and into Bottomline Technologies
(de), Inc., a Delaware corporation ("Bottomline DE"), on August 25, 1997 (the "Merger"); and

WHEREAS, as a result of the Merger, Bottomline DE is a successor party to the Agreement; and

WHEREAS, Charles P. O'Leary is proposing to sell 5,000 shares of common stock, $.001 par value per share, of Bottomline DE to Mr. Robert A. Eberle at a per share purchase price of $24.00 (the "Sale"); and

WHEREAS, the parties to Agreement believe that it is in the best interest of the parties thereto to make certain amendments to the Agreement;

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned hereby agree to amend the Agreement, in accordance with the provisions of Section 8(a) thereof, as set forth below:

1. Commencing after the date of the Merger, all references to the "Corporation" shall mean Bottom line DE.

2. Section 1(f)(1) is amended to read in its entirety as follows:

"(i) any Proposed Issuance of stock options under (A) the Stock Option Plan or (B) any other stock option plan which is adopted at any time after the Effective Date by the Board of Directors of the Corporation;

3. Section 3 is amended to add the following as Subsection 3(h):

"(h) Notwithstanding any provision to the contrary, this Section 3 shall not apply to the sale by O'Leary of up to 5,000 shares of Common Stock of the Corporation to Mr. Robert A. Eberle or his assigns;"

4. To amend clauses (A) through (F) of Section 3(a)(i) of the Agreement, effective upon consummation of the Sale as set forth below:

"(A)   for McGurl,                             27.3183%
 (B)   for Loomis,                             27.3183%
 (C)   for O'Leary,                            22.0606%
 (D)   for Leo Barry,                           6.9493%
 (E)   for Dennis Barry,                        6.9493%
 (F)   for each New Shareholder,                 .0563% for each Unit

(as defined in the Stock Purchase Agreement) purchased pursuant to the Stock Purchase Agreement; or"

AMENDMENT NO. 3 TO THE FIRST AMENDMENT
AND RESTATEMENT OF BOTTOMLINE TECHNOLOGIES, INC.
STOCK RIGHTS AND VOTING AGREEMENT

WHEREAS, the Company and the Holders are parties to the Stock Rights Agreement;

WHEREAS, the Company and the Holders desire to amend the Stock Rights Agreement so that the rights set forth in Section 1 of the Stock Rights Agreement relating to "preemptive rights" shall not apply to the sale by the Company of shares of common stock, $.001 par value per share ("Common Stock"), to Arthur Andersen LLP;

WHEREAS, the Company and the Holders desire to amend the Stock Rights Agreement so that the provisions set forth in Section 3 of the Stock Rights Agreement relating to certain "take-along" rights shall not apply to a sale or transfer of certain securities of the Company from Hambrecht & Quist Liquidating Trust to Hambrecht & Quist California;

WHEREAS, the Holders, owning at least two-thirds (2/3) of the interests in the Company held by all New Shareholders (as defined in the Stock Rights Agreement) and each of the other parties to the Stock Rights Agreement, have executed this Amendment No. 3.

NOW THEREFORE, the parties hereto, in consideration of the premises and the agreements herein contained and intending to be legally bound hereby, agree as follows:

1. Section 1 of the Stock Rights Agreement is hereby amended by adding the following paragraph 1(i) to Section 1, which shall read as follows:

"(i) The rights set forth in this Section 1 shall not apply to the sale by the Company occurring on or prior to November 30, 1998 of up to 35,715 shares of Stock to Arthur Andersen LLP at a sale price of at least $28.00 per share."

2. Section 3 of the Stock Rights Agreement is hereby amended by adding the following paragraph 3(g) to Section 3, which shall read as follows:

"(g) The rights set forth in this Section 3 shall not apply to a transfer of 9,081 shares of Stock, a Warrant for 7,000 shares of Stock and the Stock issuable upon exercise thereof and a Warrant for 9,625 shares of Stock and the Stock issuable upon exercise thereof from Hambrecht & Quist Liquidating Trust to Hambrecht & Quist California."

3. Except as modified hereby, the Stock Rights Agreement shall continue in full force and effect.

4. This Amendment No. 3 may be signed in counterparts, each of which taken together shall constitute one agreement.

5. All capitalized terms used in this Amendment No. 3 shall have the meaning assigned to them in the Stock Rights Agreement.

AMENDMENT NO. 4
TO
FIRST AMENDMENT AND RESTATEMENT OF
STOCK RIGHTS AND VOTING AGREEMENT

WHEREAS, Bottomline Technologies (de), Inc. and certain other persons are parties to certain First Amendment and Restatement of Stock Rights and Voting Agreement, dated as of March 31, 1992, as amended (the "Agreement"); and

WHEREAS, this amendment to the Agreement has been approved in accordance with the provisions of Section 8(a) of the Agreement;

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Agreement is hereby amended:

1. To add a new Section 10, as set forth below:

2. To add a new Section 2(a)(iv), as set froth below:

"(iv) notwithstanding any other provision of the Section2, the rights of the Shareholders to include shares of stock in the Registration for the Corporation's initial underwritten public offering at Stock shall be deemed to be satisfied if the Corporation offers each Shareholder the right to include in such Registration the same percentage of their then current holdings of shares of Stock; and further any Stockholder who has not irrevocably agreed to include shares of Stock in such Registration or has not executed, completed and delivered all other documents required by the Corporation and/or the underwriters in order to include shares of Stock in such Registration or has executed, completed and delivered all other documents required by the Corporation and/or the underwriters in order to include shares of Stock in such Registration within 5 days of having been sent or given written notice by the Corporation of the price or range of prices at which shares of Stock will be offered pursuant to such Registration, shall be deemed to have waived any right to include shares of Stock in such Registration."

3. To delete the word "and" at the end of Section 2(a)(ii).

4. To change the punctuation at the end of Section 2(a)(iii) from a period to a semicolon and to add the word "and" after the newly inserted semicolon.

Exhibit 10.6

SECOND STOCK RIGHTS AGREEMENT OF
BOTTOMLINE TECHNOLOGIES, INC.

THIS SECOND STOCK RIGHTS AGREEMENT OF BOTTOMLINE TECHNOLOGIES, INC. (this "Agreement") made as of March 4, 1994 (the "Effective Date"), by and between BOTTOMLINE TECHNOLOGIES, INC., a New Hampshire corporation (the "Corporation"), the shareholders of the Corporation listed on Exhibit A attached hereto (the "Existing Shareholders") and John H. Harland Company ("Harland"). Harland and the Existing Shareholders are collectively referred to as the "Shareholders" or "Holders".

The Corporation and certain shareholders, including James L. Loomis
("Loomis"), Daniel M. McGurl ("McGurl") and Charles P. O'Leary ("O'Leary")
(Loomis, McGurl and O'Leary are hereinafter collectively referred to as the "Principal Shareholders"), entered into the First Amendment and Restatement of Bottomline Technologies, Inc. Stock Rights and Voting Agreement dated as of March 31, 1992 (the "First Stock Rights and Voting Agreement") which superceded and replaced that certain Stock Rights and Voting Agreement dated June 29, 1990. This Agreement shall operate independently of, and shall not affect the parties to, the First Stock Rights and Voting Agreement with respect to any rights or obligations any such party may have or be bound by under such agreement. The Existing Shareholders and Harland are parties to a certain Stock Purchase Agreement of even date (the "Stock Purchase Agreement"), pursuant to which Harland has agreed to purchase common stock, $0.001 par value per share, of the Corporation (the "Common Stock"). Of the Common Stock purchased from the Existing Shareholders, an aggregate of 175,000 shares were purchased from the Principal Shareholders (the "Principal Shares"). The purpose of this Agreement is to provide Harland and the Principal Shareholders (collectively the "Rightsholders") with certain stock rights, all as more particularly set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:

(a) Subject to the exclusions set forth in subsection (f) below, if the Corporation proposes to issue (a "Proposed Issuance") any unissued or treasury shares of Common Stock or any bonds, certificates of indebtedness, debentures, warrants, options, or other securities, rights, or obligations convertible into any shares of Common Stock or carrying any right to subscribe to or acquire any shares of

Common Stock, then the Corporation shall give Harland a written notice (the "Notice") describing the Proposed Issuance (including the identification of the securities to be issued, the price payable for such securities, and any other terms and conditions applicable to the Proposed Issuance).

(b) Harland shall have the right (the "Preemptive Right") to subscribe to or acquire all or a portion of Harland's respective Proportionate Share (as defined below) of the Proposed Issuance. Harland shall be entitled to exercise its Preemptive Right in the manner set forth in the Notice and on terms and conditions that are no less favorable than the terms and conditions established by the Corporation to govern the Proposed Issuance.

(c) If Harland fails to exercise its Preemptive Right within thirty (30) days following receipt of the Notice, then Harland's Preemptive Right shall be deemed to have been waived with respect to the Proposed Issuance, and, for a period of ninety (90) days thereafter, the Corporation shall be entitled to effect the Proposed Issuance, in whole or in part, free and clear of Harland's Preemptive Right, at the price specified in the Notice and upon other terms and conditions no more favorable to the acquiror(s) of the Proposed Issuance than the terms and conditions specified in the Notice.

(d) Harland may waive its Preemptive Right with respect to any Proposed Issuance by a writing filed with the Board of Directors or the Secretary of the Corporation.

(e) For purposes of this Section, Harland's "Proportionate Share" shall mean, as of the date on which a Notice is given, a fraction:

(i) the numerator of which is equal to the number of shares of Common Stock owned by Harland as of the Effective Date, including all shares of Common Stock being purchased as of the Effective Date by Harland pursuant to the Stock Purchase Agreement; and

(ii) the denominator of which is equal to the sum of such number of shares of Common Stock as are outstanding as of the Effective Date plus such number of shares of Common Stock as are subject to then-outstanding (on the date of Notice) stock options which have been granted under the Corporation's 1989 Stock Option Plan (the "Stock Option Plan").

Notwithstanding the above, if the outstanding shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Corporation shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or if Harland shall transfer any Common Stock (other than to a Related Transferee, as defined in subsection (g) below, then the numbers set

forth in subsection (i), and, in the case of a subdivision, combination, or stock dividend, in subsection (ii) above shall be proportionately increased or decreased (as the case may be).

(f) Notwithstanding the foregoing provisions of this Section, Harland's Preemptive Rights shall not apply to:

(i) any Proposed Issuance of stock options under the Stock Option Plan, as amended, (or of any shares of Common Stock pursuant to the exercise of any such stock option) to an employee of the Corporation (excluding McGurl and Loomis and their respective Affiliates as defined in subsection (g) below); provided, that any Proposed Issuance to McGurl or to Loomis, or to the respective Affiliates of either of them, shall be subject to Harland's Preemptive Rights;

(ii) any stock dividend or subdivision of shares of Stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional shares of Common Stock;

(iii) any securities issued solely in consideration for the acquisition (whether by merger of otherwise) by the Corporation or any of its subsidiaries of all or substantially all of the stock or assets of any other entity;

(iv) any securities issued pursuant to an underwritten public offering; or

(v) any Common Stock issued pursuant to warrants held by those persons defined in the First Stock Rights and Voting Agreement or any of the Affiliate Purchasers or their Related Transferees.

(g) As used in this Agreement:

(i) an "Affiliate" shall mean a third party which either (A) is owned by the Corporation or is under common control with the Corporation, (B) is owned by Harland or is under common control with Harland, (C) is a trust or other entity in which McGurl or Loomis has a beneficial interest, or (D) is (or is owned or controlled by) a person who is the spouse, child, or parent of McGurl or Loomis; and

(ii) a "Related Transferee" of a Shareholder shall mean a parent, spouse, or child of such Shareholder, or a trust for the exclusive benefit of such Shareholder and/or the parents, spouse, children or Affiliate of such Shareholder, to whom shares of Common Stock owned by such Shareholder have been transferred.

(h) The provisions of this Section 1 are personal to Harland and may only be exercised by Harland while Harland, or a Related Transferee of Harland (such Related Transferee being deemed to be Harland for purposes of this Section 1), owns Common Stock of the Corporation which was purchased pursuant to the Stock Purchase Agreement.

(a) If the Corporation proposes to register for its own account, under the Securities Act of 1933, as amended, (the "Securities Act") any shares of Stock for sale for cash or other consideration to the public (other than a registration relating solely to either a transaction under Rule 145 of the Securities and Exchange Commission or an employee benefit plan) (a "Registration"), the Corporation shall notify Harland in writing and shall afford Harland the opportunity to include in the Registration all or any portion of the shares of Common Stock owned by Harland; provided, that the inclusion of such shares of Common Stock in the Registration shall be subject to:

(i) the rights of the Shareholders, as defined in the First Stock Rights and Voting Agreement, other than certain rights., as described herein, of the Principal Shareholders;

(ii) compliance with the terms and conditions of any underwriting agreement covering the Registration;

(iii) if and to the extent that the managing underwriter determines that marketing factors require a limitation of the number of shares of Common Stock to be underwritten, then, with respect to the total number of shares of Common Stock of shareholders so determined as being available for inclusion in the Registration, Harland (subject to clause (a)(i) of this
Section 2 and the provisions of subsection (g) below governing Related Transferees) shall be entitled to include Harland's Inclusion Amount (as defined in subsection (h) below) in the Registration by shareholders.

(iv) prohibition from inclusion if, in the judgment of the managing underwriter, such prohibition is required.

(b) In connection with the inclusion of any shares of Common Stock of Harland in a Registration, the Corporation will use its best efforts to register or qualify the shares of Common Stock covered by such registration statement under the securities or "blue sky" laws of such jurisdictions as Harland or, in the case of an underwritten public offering, the managing underwriter reasonably shall request; provided, however, that the Corporation shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such

jurisdiction.

(c) The Corporation and not Harland, shall be responsible for the payment of all fees and expenses (including, without limitation, registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Corporation, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, and costs of insurance) incurred by the Corporation in connection with the Registration and the inclusion of any shares of Common Stock by Harland therein; provided, that Harland, and not the Corporation, shall be responsible for all underwriting discounts and selling commissions applicable to the sale of any of Harland's shares of Common Stock.

(d) In connection with any Registration where shares of Common Stock of Harland are registered pursuant to the provisions of this Section:

(i) the Corporation will indemnify and hold harmless Harland against any losses, claims, damages, or liabilities, joint or several, to which Harland may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof):

(A) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact relating to the Corporation and contained in (1) the registration statement under which such shares were registered under the Securities Act, (2) the final prospectus therefor, or (3) any amendment or supplement thereof, or

(B) arise out of or are based upon the omission or alleged omission to state therein a material fact relating to the Corporation that is (1) required to be stated therein, or (2) necessary to make the statements therein not misleading;

(ii) the Corporation will reimburse Harland for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability, or action covered by the provisions of subparagraph (i) above; provided, however, that the Corporation will not be liable in any such case if and to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by Harland in writing specifically for use in such registration statement, prospectus, or amendment thereof;

(iii) Harland will indemnify and hold harmless the Corporation, each other shareholder participating in the Registration, each officer of the Corporation who signs the registration statement, and each director of the Corporation against all losses, claims, damages, or liabilities, joint or several, to which the Corporation or such other shareholder, officer, or director may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof):

(A) arise our of or are based upon any untrue statement or alleged untrue statement of any material fact relating to Harland and contained in (1) the registration statement under which such Common Stock was registered under the Securities Act, (2) the final prospectus therefor, or (3) any amendment or supplement thereof, or

(B) arise out of or are based upon the omission or alleged omission to state therein a material fact relating to Harland that is (1) required to be stated therein, or (2) necessary to make the statements therein not misleading; and

(iv) Harland will reimburse the Corporation and each other shareholder, officer, and director for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that Harland will not be liable in any such case if and to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made notwithstanding the Corporation's prior receipt of a written notice from Harland of the error in the statement or of the omission.

(e) In connection with any Registration where shares of Common Stock of Harland are registered pursuant to the provisions of this Section, Harland will cooperate with the Corporation and each underwriter (if the method of disposition shall be an underwritten public offering) and will take all such actions and execute and deliver all such instruments, agreements, and documents as the Corporation or any such underwriter reasonably may request, including, but not limited to:

(i) furnishing to the Corporation in writing such information with respect to Harland and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws, and

(ii) immediately notifying the Corporation, each other shareholder

participating in the Registration, and the managing underwriter (if the method of disposition shall be an underwritten public offering), at any time when a prospectus relating to such Registration is required to be delivered under the Securities Act, of the happening of any event of which Harland has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

(f) The rights set forth in this Section 2 are personal to Harland and may be exercised by Harland only while Harland or an affiliate of Harland owns Common Stock.

(g) For purposes of effecting the rights granted to Harland pursuant to this Section 2, a Related Transferee of Harland shall, to the extent of the shares of Common Stock transferred by Harland to such Related Transferee (the "Previously Transferred Shares"), be deemed to be Harland. In particular, with respect to the limitation on the number of shares of Common Stock which Harland and such Related Transferee may include in the Registration under this Section 2, the Previously Transferred Shares shall be considered to be owned by Harland. Unless otherwise agreed between Harland and such Related Transferee, any permitted inclusion in the Registration of some, but not all, of the shares of Common Stock owned by Harland and of the Previously Transferred Shares shall be allocated between Harland and such Related Transferee pro rata based on the respective number of such shares of Common Stock owned by Harland and of such Previously Transferred Shares.

(h) To the extent that Harland's rights are limited pursuant to clause
(a)(i) of this Section 2, each of the Principal Shareholders agree to allocate to Harland for inclusion in the Registration the right to include in such Registration that number of shares, out of the allotment of shares which the Principal Shareholders would be entitled to include in the Registration pursuant to Section 2(a)(ii) of the First Stock Rights and Voting Agreement, which Harland would be entitled to include in such Registration if Harland were a Shareholder under the First Stock Rights and Voting Agreement and its Percentage, as defined therein, was equal to 10.368193% ("Harland's Inclusion Amount"). The percentage of Harland's Inclusion Amount to be allocated by each of the Principal Shareholders shall be as follows:

(A)  Loomis,   42.857143%
(B)  McGurl,   42.857143%
(C)  O'Leary   14.285714%

each of the Rightsholders:

(a) If any Rightsholder (the "Selling Shareholder") shall propose to transfer (a "Proposed Transfer") to any person (the "Proposed Transferee"), other than (1) another Rightsholder, (2) with respect to a Proposed Transfer by any of the Principal Shareholders, a Shareholder, as defined in the First Stock Rights and Voting Agreement, (3) a Related Transferee, or (4) the Corporation, any shares of Common Stock (the "Transfer Shares"), then Harland, with respect to Proposed Transfers by each of the Principal Shareholders and each of the Principal Shareholders with respect to Proposed Transfers by Harland of any of the Principal Shares (subject to the provisions of subsection (f) below governing Related Transferees) shall have:

(i) the right to transfer, in place of certain of the Transfer Shares, such number of such shares of Common Stock as is equal to the following percentage ("Percentage") of the number of Transfer Shares:

(A)  for McGurl,       38.759690%,

(B)  for Loomis,       38.759690%,

(C)  for O'Leary,      11.627907%, and

(D)  for Harland,      10.852713%,

(ii) if the Proposed Transferee is unwilling to purchase shares of any eligible Rightsholder(s) as part of the Proposed Transfer, then the right to have the Selling Shareholder purchase, out of the proceeds of the sale of the Transfer Shares to the Proposed Transferee, such number of such eligible Rightsholder(s)' shares of Common Stock as is equal to his Percentage of the number of Transfer Shares;

all upon and subject to the additional terms and conditions set forth in this Section. Transfers of shares of Common Stock between Rightsholders shall not be subject to the provisions of this Section.

(b) In the event of a Proposed Transfer, the Selling Shareholder shall give written notice (the "Transfer Notice") to (A) in the case of a Proposed Transfer by Harland, each of the Principal Shareholders, (B) in the case of a Proposed Transfer by a Principal Shareholder, Harland of the Proposed Transfer, including the number of shares of Common Stock proposed to be transferred, the price and general terms and conditions governing the Proposed Transfer, and the identity of the Proposed Transferee.

(c) Upon receipt of the Transfer Notice, each eligible Rightsholder shall be

entitled to exercise his rights under subsection (a) above by giving the Selling Shareholder written notice (the "Participation Notice") thereof within thirty
(30) days following his receipt of the Transfer Notice. If no such Participation Notice is given by such eligible Rightsholder(s), then his rights under subsection (a) above shall automatically terminate with respect to the Proposed Transfer.

(d) In the event that any eligible Rightsholder exercises his rights under subsection (a) above, then any transfer of shares of Common Stock by such remaining Rightsholder(s) shall be subject to the same terms and conditions that govern the Selling Shareholder under the Proposed Transfer.

(e) The rights of any Rightsholder under' this Section may be waived as to any Proposed Transfer by delivery of a writing to that effect to the Corporation and the Selling Shareholder.

(f) For purposes of effecting the rights granted to the Rightsholders pursuant to this Section 3, a shareholder who is a Related Transferee of a Rightsholder shall, to the extent of the shares of Common Stock transferred by a Rightsholder to such Related Transferee (the "Previously Transferred Shares"), be deemed to be-the Rightsholder. In particular, with respect to the limitation on the number of shares of Common Stock which the Rightsholder and such Related Transferee may include in the Proposed Transfer under this Section 3, the Previously Transferred Shares shall be considered to be owned by the Rightsholder. Unless otherwise agreed between the Rightsholder and such Related Transferee, any permitted inclusion in the Proposed Transfer of some, but not all, of the shares of Common Stock owned by the Rightsholder and of the Previously Transferred Shares shall be allocated between the Rightsholder and such Related Transferee pro rata based on the respective number of such shares of Common Stock owned by the Rightsholder and of such Previously Transferred Shares.

(a) "Registrable Securities" shall mean Registrable Securities as defined in Section 5 of the First Stock Rights and Voting Agreement and shares of Common Stock owned by Harland.

(b) "Registration Expenses" shall mean all expenses incurred by the Corporation in registering any Registrable Securities under applicable federal and state securities laws in accordance with the provisions of this Section 4 (including all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Corporation, fees and expenses (including

counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, and costs of insurance), but excluding any Selling Expenses.

(c) "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to any sale of Registrable Securities.

(d) "Commission" means the United States Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

(e) "Securities Act" shall mean the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

(a) At any time after six (6) months following any registration statement covering a public offering of securities of the Corporation under the Securities Act, Harland may request the Corporation to register under the Securities Act (a "Demand Registration") all of the shares of Common Stock held by it (or such lesser portion of such shares of Common Stock as Harland may request to register if the reasonably anticipated aggregate price to the public of such public offering would be at least Two Million Dollars ($2,000,000.00)).

(b) The request described in subsection (a) above shall be set forth in a written notice (the "Demand Registration Notice") given by Harland to the Corporation. The Demand Registration Notice shall specify the number of shares of Common Stock requested to be registered (the "Requested Shares") and the manner in which the Requested Shares are to be sold.

(c) Following its receipt of any Demand Registration Notice, the Corporation shall immediately notify (the "Participation Notice") other holders of Registrable Securities that the Corporation has received the Demand Registration Notice, and a copy of the Demand Registration Notice shall be included with the Participation Notice. Each other holder shall be entitled to include in the Demand Registration, for sale in accordance with the method of disposition specified in the Demand Registration Notice, all or any lesser portion of the shares of Registrable Securities of such holder by giving the Corporation, within fifteen (15) days following the giving of the Participation Notice, written notice of such holder's election to participate in the Demand Registration (including a statement of the number of Registrable Securities of such holder which should be included in the Demand Registration).

(d) The Corporation shall use its best efforts to register under the Securities

(e) The following provisions shall be applicable if the requested method of disposition shall be an underwritten public offering:

(i) The Corporation shall designate the managing underwriter for the offering, subject to the approval of Harland to be registered in the Demand Registration (which approval shall not be unreasonably withheld or delayed). In the event such managing underwriter is not so approved, the Corporation shall designate another managing underwriter as soon as practicable.

(ii) The right of any holder to registration pursuant to this Section 4.2 shall be conditioned upon such holder's participation in such underwriting and the inclusion of such holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the holders, to the extent provided herein). The Corporation shall (together with all holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter.

(iii) Notwithstanding any other provision of this Section 4.2 to the contrary, if the managing underwriter advises the Corporation in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares that may be included in the registration and underwriting shall be allocated first to the Requested Shares, second to shares to be sold pursuant to subsection (f) and then among all other holders requesting inclusion in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such holders at the time of the filing of the registration statement. No Requested Shares or Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration.

(iv) If Harland or any holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Corporation, the managing underwriter, and the other holders. The Requested Shares or Registrable Securities so withdrawn shall also be withdrawn from registration; provided, however, that if by the withdrawal of such Requested Shares or Registrable Securities a greater number of Registrable Securities held by other holders may be included in such Registration (up to the maximum of any limitation imposed by the managing underwriter), then the Corporation shall offer to all holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 4.2(e). If the registration does not become effective due to the withdrawal of Requested Shares, then either (A) Harland shall reimburse the Corporation for expenses incurred in complying with the request, or (B) the aborted registration shall be treated as effected for purposes of Section 4.2(h) below.

(f) The Corporation shall be entitled to include in the Demand Registration, for sale in accordance with the method of disposition specified in the Demand Registration Notice, both:

(i) shares of Common Stock to be sold by the Corporation for its own account, and

(ii) shares of Common Stock owned by any other stockholder or stockholders of the Corporation, except that the number of shares of Common Stock to be included by any such other stockholder shall not exceed two percent (2%) of the then outstanding shares of Common Stock;

(g) In the case of each registration effected by the Corporation pursuant to this Section 4.2, the Corporation will keep each holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense the Corporation will:

(i) keep such registration effective for a period of one hundred twenty (120) days or until the holder or holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; and

(ii) furnish such number of prospectuses and other documents incident thereto as a holder from time to time may reasonably request.

(h) Notwithstanding anything to the contrary contained in this Section 4.2:

(i) no Demand Registration Notice may be given within one (1) year after the effective date of a registration statement filed by the Corporation covering an underwritten public offering in which Harland shall have been entitled to join pursuant to Section 2 above and in which there shall have been effectively registered all shares of Common Stock as to which registration shall have been requested by Harland; and

(a) In addition to the rights set forth in Section 4.2 above, if Harland requests by written notice to the Corporation that the Corporation file a registration statement on Form S-3 (or any successor thereto) for a public offering of its shares the reasonably anticipated aggregate price to the public of which would exceed One Million Dollars ($1,000,000.00), and the Corporation is a registrant entitled to use Form S-3 to register securities for such an offering, the Corporation shall use its best efforts to cause such shares to be registered for the offering on such form (or any successor thereto).

(b) All Registration and Selling Expenses incurred in connection with a registration pursuant to this Section 4.4 shall be borne by the holder or holders participating in the registration on Form S-3 pro rata according to the number of

Registrable Securities so registered.

The Existing Shareholders shall take all requisite action to ensure that Harland is afforded the opportunity to have a representative present at all meetings of the Board of Directors of the Corporation and to receive the same prior notice of such meetings as is received by the members of the Board of Directors and to obtain any informational distributions made in advance of and in connection with those meetings as if such representative were a member of the Board of Directors.

fully and completely expresses the parties' respective obligations. This Agreement is entered into by each party after opportunity for investigation, and each party represents that such party is not relying upon any statements, understandings, correspondence, or agreements not embodied in this Agreement and made by any other party or on any other party's behalf.

(i) by being hand-delivered to such party,

(ii) by being telecopied to such party's Telecopy Number (as defined below), with a copy of the telecopy being mailed by first class mail, postage prepaid, to such party's Address (as defined below), or

(iii) by being deposited in the mail (registered or certified) or delivered to a private express company, postage or freight prepaid, return receipt requested, addressed to such party at such party's Address.

As used in this Section, a party's "Address" shall mean the address of such party set forth in this Agreement underneath such party's signature line, and a party's "Telecopy Number" shall mean the telephone number of such party set forth in this Agreement underneath such party's signature line. Each party may change such party's Address or Telecopy Number from time to time by giving the other party or parties notice of the change in accordance with the provisions of this Section.

IN WITNESS WHEREOF, the undersigned have executed this Agreement all as of the date first above-written.

____________________________       By:  _________________________________
Witness                                 James L. Loomis, Vice President

Address:                           One Court Street
                                   Exeter, New Hampshire  03833

Telecopy Number:                   603-778-3975

                                       16

                                   Corporation:
                                   ------------


                                   /s/Helmar B. Herman*
                                   ------------------------------------
                                   Helmar B. Herman

Address:                           ____________________________________
                                   ____________________________________

Telecopy Number:                   ____________________________________


                                   /s/James L. Loomis*
                                   ------------------------------------
                                   James L. Loomis_____________

Address:                           ____________________________________
                                   ____________________________________

Telecopy Number:                   ____________________________________

                                   /s/Daniel M. McGurl*
                                   ------------------------------------
                                   Daniel M. McGurl

Address:                           ____________________________________
                                   ____________________________________

Telecopy Number:                   ____________________________________


                                   /s/Joseph L. Mullen*
                                   ------------------------------------
                                   Joseph L. Mullen
Address:
                                   ____________________________________
                                   ____________________________________

Telecopy Number:                   ____________________________________


                                   /s/Charles P. O'Leary*
                                   ------------------------------------
                                   Charles P. O'Leary
Address:
                                   ____________________________________
                                   ____________________________________

Telecopy Number:                   ____________________________________

                                       17

                                   Corporation:
                                   ------------

                                   /s/Jeanette Roberts*
                                   ------------------------------------
                                   Jeanette Roberts

Address:                           ____________________________________
                                   ____________________________________

Telecopy Number:                   ____________________________________


                                   JOHN H. HARLAND COMPANY


____________________________       By:_________________________________
Witness                            Its:  Chairman, President and C.E.O.
                                       --------------------------------
                                   2939 Miller Road
Address:                           ------------------------------------
                                   Decatur, Georgia  30035
                                   ------------------------------------

Telecopy Number:                   (404) 593-5619
                                   ------------------------------------

____________________________
Witness                            By:_________________________________
                                        Attorney-in-Fact

                                   One Court Street
Address:                           ------------------------------------
                                   Exeter, New Hampshire  03883
                                   ------------------------------------

Telecopy Number:                   (603) 778-3975
                                   ------------------------------------

EXHIBIT A
TO
SECOND STOCK RIGHTS AGREEMENT OF
BOTTOMLINE TECHNOLOGIES, INC.

Helmar B. Herman
James L. Loomis
Daniel M. McGurl
Joseph L. Mullen
Charles P. O'Leary
Jeanette Roberts

WAIVER AND AMENDMENT

WHEREAS, Mr. Charles P. O'Leary ("O'Leary") has proposed to transfer 10,000 shares of common stock, $.001 par value per share (the "Transfer Shares") of Bottomline Technologies, Inc. ("Bottomline") at a per share purchase price of $14.75 (the "Sale") to Mr. Bruce E. Elmblad ("Elmblad"); and

WHEREAS, Bottomline and the undersigned Shareholder, as defined in the Second Stock Rights Agreement, dated as of March 4, 1994, as amended, (the "Agreement") believe it is in the best interest of Bottomline and the Shareholder to allow O'Leary to sell the Transfer Shares to Elmblad and to amend the Agreement;

NOW, THEREFORE:

1. The undersigned Shareholder hereby waives any and all Take-Along- Rights which the undersigned may have with respect to the Transfer Shares pursuant to Section 3 of the Agreement, provided such shares are sold only to Elmblad or his assigns and such sale is effected on or prior to October 1, 1996, and the undersigned hereby waives any rights to notice with respect to such transfer by O'Leary.

2. Bottomline and the undersigned Shareholder hereby agree to amend
Section 3(a)(i)(C) of the Agreement, effective upon consummation of the Sale, to change the percentage listed therein next to O'Leary's name from 11.627907% to 10.999371%.

Capitalized terms not otherwise defined herein have the respective meaning ascribed to them in the Agreement.

This Waiver and Amendment may be signed in one or more counterparts.

IN WITNESS WHEREOF, this Waiver and Amendment has been executed by Bottomline and the undersigned Shareholder on or before August 10, 1996 with the intent that it become effective, except as otherwise provided herein, as of and on August 10, 1996.

Exhibit 10.7

LEASE AGREEMENT
BETWEEN
WENBERRY ASSOCIATES L.L.C.
AND
BOTTOMLINE TECHNOLOGIES, INC.

PORTSMOUTH, NEW HAMPSHIRE

This lease is made by Wenberry Associates, L.L.C. of 40 Pleasant Street, Portsmouth, New Hampshire (hereinafter referred to as Owner) and Bottomline Technologies, Inc. of One Court Street, Exeter, New Hampshire (hereinafter referred to as Tenant).

In consideration of the mutual covenants contained herein and the considerations referred to hereafter, the parties agree as follows:

Within one (1) month of the occupancy of the building by Tenant, Tenant agrees to lease an additional 8,000 square feet of space located to the rear of the third floor Fleet Street location and shown on the floor plan attached hereto as Exhibit A-4. Except as set forth in Section 3, all lease terms for this additional 8,000 square feet of space shall be consistent with and coterminous with the original space including without limitation Section 18.c.

In addition, the Tenant shall have two five year options to extend the term of this lease. To exercise this option, Tenant must give written notice of its intent to Owner at least 90 days before the expiration of the initial, lease term or extended term, as the case may be.

a. For the first two years of the initial lease term, Tenant shall pay $9.50 per square foot, plus all utilities.

b. With respect to the additional 8000 square feet referred to in the second paragraph of Section 1, Tenant's obligation to pay rent there for shall commence on the later of substantial completion, as defined in Section 24, or

i. for the first 2000 square feet thereof, three (3) months after substantial completion, as defined in Section 24, of the initial 24,000 square feet;

ii. for the second 2000 square feet thereof, three (3) months after the date specified in (i) above;

iii. for the third 2000 square feet thereof, three (3) months after the date specified in (ii) above; and

iv. for the remainder, three (3) months after the date specified in (iii) above.

c. For the third year, rent shall be the base rent of the previous year, plus any increase in the rate of the National Consumer Price Index for the previous year, applicable to base rent, minus real estate taxes. In addition, Tenant shall pay all utilities and any increase in property tax from the previous year.

d. For the fourth through the seventh year rent shall be the base rent of the previous year plus any increase in the National Consumer Price Index for the previous year, but said increase shall not exceed five percent in any one year.

e. During the extension terms the rent shall be 95% of the fair market rent but not less than the rent during the seventh year or the twelfth year, as the case may be.

In addition, the Tenant shall pay all utilities and any increase in property tax from the previous year. In calculating Tenant's obligation to pay increases in property taxes, Tenant's share of such increases shall be a fraction, the numerator of which is the number of square feet of the leased premises and the denominator of which is the number of square feet of the building for which the tax bill is issued.

f. Annual rent shall be made in monthly installments due on the first day of the month. In the event owner has not received Tenant's rent by the seventh (7th) day of the month, an additional late charge of 5% of the monthly payment shall be imposed.

The Security Deposit shall be held by Owner as security for the faithful performance by Tenant of all the terms, covenants, conditions and provisions of this Lease to be kept and performed or observed by Tenant. If Tenant defaults with respect to any provision of this Lease, including, but not limited to, the provisions relating to the payment of Rent or any other monetary sums due herewith, Owner may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any Rent or other monetary sums due herewith and/or for the payment of any other amount which Owner may spend or become obligated by reason of Tenant's default, or to compensate Owner for any other loss or damage which Owner may suffer thereby. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) days after demand therefore, deposit cash with Owner in an amount sufficient to restore the Security Deposit to the full amount thereof and Tenant's failure to do so shall be a material breach of this Lease.

Furthermore, whenever the Base Rent increases, Tenant shall deposit additional cash with Owner so that the amount of the Security Deposit is always at least one full months rent for the entire Leased Premises. Owner shall keep the Security Deposit separate from its general accounts and in accordance with provisions of New Hampshire law. If Tenant shall fully and faithfully perform all of its obligations hereunder, the Security Deposit, or any balance thereof that has not theretofore been applied by Owner, shall be returned to Tenant, after any lawful deductions, within thirty (30) days of the Termination of Tenancy.

a. The property shall be used only as commercial office space and accessory purposes. The Tenant may display items outside of the leased premises, but only in those locations approved by the Owner and approved by the City of Portsmouth and State of New Hampshire. The Tenant shall not store or otherwise keep any items outside of the leased premises without the permission of the Owner. Tenant acknowledges that no trade or occupation shall be conducted in the leased premises or use made thereof which would be unlawful, improper, noisy or offensive, or contrary to any law or ordinance in force in the City of Portsmouth or State of New Hampshire. Owner represents and warrants that the leasehold property is currently zoned as commercial property and use of the leasehold as office space is permitted by the City of Portsmouth.

b. Owner shall at its sole cost and expense comply with all applicable covenants, conditions and restrictions now or hereafter affecting the Premises, or the Building, or the Property, with all laws, rules, ordinances, regulations, directives and requirements of all federal, state, county and municipal authorities having jurisdiction over the Premises, or the Building, or the Property ("Laws"), including without limitation those relating to health, safety, noise,

environmental protection, waste disposal, water and air quality, and other environmental matters, and the use, storage and disposal of Hazardous Materials, as such term is defined in Section 5.d. below, and with the certificate of occupancy for the Premises or the Building. Tenant shall not permit anything to be done on the Premises in violation thereof. Upon written demand, Tenant shall discontinue any use of the Premises in violation of any covenants, conditions and restrictions, or of any Law or of the certificate of occupancy. Owner shall be responsible for changes required in the building for handicap access.

c. Tenant shall not do or permit anything to be done in, or about the Premises, or the Building, or the Property which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them, or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on, or about the Premises or the Building, or the Property nor use or permit to be used any loudspeaker, or other device, system or apparatus which can be heard outside the premises without the prior written consent of Owner. Tenant shall not commit or suffer to be committed any waste in or upon the Premises, the Building, or the Property.

d. Tenant shall at all times and in all respects comply with all federal, state and local laws, ordinances and regulations (collectively "Hazardous Materials Laws") relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal, or transportation of any oil, gasoline and related products, flammable substance or explosives, asbestos, radioactive materials or waste, or other hazardous, toxic contaminated or polluting materials, substances, chemicals, wastes or related injurious materials, whether injurious by themselves or in combination with other materials including, without limitation, any "hazardous substances," "hazardous wastes," "hazardous materials," or "toxic substances" under any such Laws, any toxic or hazardous substance, material or waste listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection Agency as a hazardous substance (40 CFR, Part 302) and amendments thereto, or such substances, materials and wastes which are or become regulated or listed as toxic under any applicable local, state or federal law) (collectively, "Hazardous Materials").

Tenant at a rent in excess of the subleased portion's pro-rata share of the rent payable hereunder by Tenant, Tenant shall pay to Landlord, as additional rent, fifty percent (50%) of such excess rent net of all reasonable expenses of the assignment or subletting.

a. Tenant shall act with care in its use and occupancy of the Premises and the fixtures (and all Tenant's improvements and fixtures) therein and, at Tenant's sole cost and expense and to the satisfaction of the Owner, shall make all repairs and replacements to the Premises and the fixtures and the Building, structural or otherwise, necessitated or occasioned by the acts, omissions, carelessness, negligence of other cause of Tenant, its servants, employees, agents, visitors or licensees or any person claiming through or under Tenant or by the use or occupancy or manner of use or occupancy of the Premises by Tenant or any such person. Ordinary maintenance items on the Premises shall be maintained or repaired as the need arises at the expense of the owner. Tenant, at Tenant's sole cost and expense, shall make all repairs and replacements to Tenant's special installations, if any. All such aforesaid repairs, restoration and replacements shall be in quality and class equal to the original work or installation. Regarding the Tenant's need to make repairs or replacements to any Structural, Mechanical, Electrical, HVAC, or surface treatment of walls, floors, and ceilings, Tenant shall notify Owner, who reserves the right to perform such work and charge back the Tenant.

b. Except as otherwise provided in paragraph (a) of this Article, Owner shall make the following repairs as and when necessary; (i) major structural repairs to the Premises and Building; (ii) repairs required in order to provide the elevator, plumbing, electrical, heating and air conditioning services to be furnished by

Owner pursuant to this Lease; and (iii) repairs to exterior portions of the Building, including the 2nd and 3rd story windows and roof thereof.

c. All personal property of the Tenant or special installations in the Premises or in the Building shall be at the sole risk of the Tenant and the Tenant shall, through the term of this Lease, keep same insured against all loss or damage by fire or other casualty. The Owner shall not be liable for any injury or damage to Tenant or its employees, invitees, occupants or persons in or on the Premises or to the property of Tenant resulting from the use of the heating, cooling, electrical or plumbing apparatus or any other cause, and Owner shall not, in any event, be liable for damages or injury resulting from water, steam or other causes, except in the case of Owner's negligence or willful misconduct. Tenant hereby expressly releases Owner from any liability incurred or claimed by reason of such damage or injury.

d. The Owner assumes no liability or responsibility whatsoever with respect to the conduct and operation of the business to be conducted in the Premises. The Owner shall not be liable for any accident or injury to any person or persons or property in or about the Premises which are caused by the conduct and operation of said business or by virtue of equipment or property of the Tenant in said Premises. The Tenant agrees to defend and hold the Owner harmless against all such claims.

e. The Owner agrees to keep all common areas of the leasehold Premises reasonably clean and free from debris at its expense.

In case of destruction or injury to the demised premises, the Owner shall restore said demised premises reasonably to the same condition as originally leased, and during such restoration period, the rental shall be prorated and returned to the

Tenant proportionate to available use; provided however, if the destruction or injury shall exceed fifty (50) percent of the replacement cost, the Owner and/or Tenant shall have the option of terminating this Agreement, and the rental shall be prorated and returned to the Tenant as of the date of destruction.

In the event that a mutually selected contractor estimates the period of restoration will exceed 120 days, the Tenant shall have the right to terminate this Lease. In the event the estimated period of restoration is less than 120 days, but the actual period of restoration exceeds 120 days, this Lease shall not terminate, but rent shall continue to be prorated as provided herein.

In the event said Premises shall be taken under eminent domain proceedings in whole or to the extent that they are not functional for the Tenant, then this Agreement shall be terminated, and the rental shall be prorated and returned to the Tenant as of the date of such taking.

a. The Owner agrees to pay all property taxes for the leased premises for the first two years of the lease term. Thereafter, the Owner shall pay to the City of Portsmouth an amount equal to the second year tax obligation, with the Tenant paying any increase in property taxes provided in Section 3.

b. Owner shall, throughout the term of this lease, at its expense, keep the building insured against all loss or damage by fire with extended coverage in an amount equal to its full replacement cost.

c. Owner shall deliver the leased premises to Tenant in accordance with the final renovation plan as agreed by the parties, which shall be attached hereto and specifically incorporated into this Lease Agreement, which shall include, but not necessarily be limited to:

- properly designed HVAC for office use
- executive type lobby, reception area and elevator
- building atrium
- satisfactory carpeting, ceiling and painting
- construction and for renovating of internal offices and bathrooms consistent with Tenant's space requirements
- a new facade on Fleet Street with opening windows to meet Portsmouth Historical District approval

The parties shall cooperate together and use best efforts to prepare and agree on a renovation plan for the initial premises containing 24,000 square feet including drawings and specifications for the work within four (4) weeks of the date of this

Lease, and to agree on a renovation plan for the additional premises containing 8000 square feet within three (3) weeks after the date of this Lease. Attached hereto as Exhibit B is a Description of Tenant Fit-Up Work which the parties agree shall be used as a guideline for developing the renovation plans for the premises.

d. Owner shall replace the carpet throughout the entire leased premises with carpet of equal or better quality no later than the end of the seventh lease year.

If at any time during the Term there shall be filed by or against the Tenant or any successor Tenant then in possession, in any Court pursuant to any statute either of the United States or any State, a petition (a) in bankruptcy,
(b) alleging insolvency, (c) for reorganization, (d) for the appointment of a receiver, or (e) for an arrangement under the Bankruptcy Acts, or if a similar type of proceeding shall be filed, the Owner may terminate the Tenant's rights under this lease by notice in writing to the Tenant under the applicable laws of the State of New Hampshire.

In the event of a breach by the Tenant of any of the covenants or provisions hereof, the Owner shall have, in addition to any other remedies which it may have, the right to invoke any remedy allowed at law or in equity to enforce Lessor's rights or any of them, as if re-entry and other remedies were not herein provided.

Tenant shall also nave the right of first refusal to purchase the leased premises if the property is being sold to a third party. This right shall not preclude the Owner from syndicating the property. Tenant shall communicate its intent to purchase within thirty (30) days of its receipt of notice by Owner of intent to sell.

The provisions of this Section 23 shall survive the termination of this Lease with respect to any claims or liability occurring prior to such termination.

Owner shall Substantially Complete the initial premises no later than six
(6) months after the date of this Lease and the additional 8000 square feet of the leased premises within seven (7) months after the date of this Lease. "Substantially Complete" means:

i. Owner and Tenant agree that the improvements described in the renovation plans referred to in Section 18.c. have been substantially completed in compliance with the terms of this Lease and all Legal Requirements so that Tenant can use the leased premises for their intended purposes without material interference to Tenant conducting its ordinary business activities;

ii. The only incomplete items are minor or insubstantial details of construction, mechanical adjustments or finishing touches like touch-up plastering or painting as identified on a punchlist prepared by Tenant;

iii. Owner has secured a permanent certificate of occupancy from the City of Portsmouth, permitting the building, the common areas and the leased premises to be occupied by Tenant in accordance with all legal requirements;

iv. Tenant, its employees, agents and invitees, having ready access to and egress from the building and leased premises through the common areas which shall be clean, free of construction equipment and materials and in good working order;

v. All major building systems, including the electrical, heating, ventilation and air conditioning systems, plumbing, utilities, and elevators are installed and are in good working order; and

vi. The leased premises are broom clean.

Prior to the commencement date the Tenant shall inspect the leased premises and Owner shall demonstrate all building systems. If the leased premises are acceptable to Tenant, with the exception of minor items, Owner and Tenant shall prepare and execute a Punchlist. The Punchlist shall list incomplete, minor and insubstantial details of construction, necessary mechanical adjustments, and needed finishing touches. Owner shall complete the items set forth in the Punchlist within thirty (30) days after the commencement date. Owner will promptly correct any latent defects as they become known to Owner or within thirty (30) days after Tenant notifies Owner in writing of the defect. If Owner fails to complete the punchlist

items or known latent defects, Owner shall pay Tenant, as liquidated damages, the sum of $100.00 per day. Tenant, if it so elects, shall have the option to withhold the liquidated damages from its monthly rent. Owner shall keep all contractor's and manufacturer's warranties and guarantees on file and shall make same available for inspection by Tenant upon request.

This paragraph shall not apply to damage or delay caused by fire, flood, earthquake or other natural disaster, or war, riots, labor strike or civil unrest.

This paragraph shall not apply to damage or delay caused by fire, flood, earthquake or other natural disaster, or war, riots, labor strike or civil unrest.

Legal Requirements shall mean: all federal, state, county, municipal and other governmental statutes, laws, rules, regulations, and ordinances affecting the building

or the use thereof, including the Local and/or National Board of Fire Underwriters or its equivalent, whether now or hereafter enacted and in force, including without limitation any which may require repairs, modifications or alterations (structural or otherwise) in or to the land, building or the lease premises, and all permits, licenses, authorizations and regulations relating thereto; any which deal with environmental matters and/or Hazardous Substances; the Americans with Disabilities Act of 1990 (the "ADA"), and all covenants, agreements, restrictions and encumbrances affecting the building.

Governmental Authority ("Hazardous Substances"). The term Hazardous Substances shall not include incidental quantities of substances which are commonly used in offices, such as copier fluid, typewriter, corrections fluids and ordinary cleaning solvents, provided that such are at all times used, kept and stored in a manner which complies with all Legal Requirements. If the Premises contains Hazardous Substances, prior to Owner's delivering possession of the Premises to Tenant, Owner shall at Owner's sole cost and expense, remove, contain or abate all Hazardous Substances. Removal, containment or abatement of Hazardous Substances shall be done in compliance with (a) all applicable Legal Requirements; and (b) the performance prescribed by a contractor licensed and certified in the jurisdiction in which the Premises is located to remove, contain or abate such Hazardous Substances. If at any time during the Term the removal, containment or abatement of any Hazardous Substances located on or in the property is required by any applicable Legal Requirements, Owner shall proceed to remove, contain or abate the Hazardous Substances as required by the applicable Legal Requirements.

Signed this 24th day of November, 1994.

WITNESS:                      OWNER:
                              WENBERRY ASSOCIATES, L.L.C.

 /s/ Daniel Jones             By: /s/ James Kenny
-------------------------        ---------------------------
                              printed name:
                              title:

                              TENANT:
                              BOTTOMLINE TECHNOLOGIES, INC.


 /s/ Phillip D. Stevenson     By: /s/ James L. Loomis
-------------------------        ---------------------------
                              printed name: James L. Loomis
                              title: Vice President