Debenture Purchase Agreement

i) Full agreement. This agreement and the documents referred to in it constitute the whole agreement between the parties regarding the purpose of this agreement and all other written or oral agreements between the parties are expressly annulled. This contract for the sale of guaranteed convertible bonds (the «agreement») is concluded on February 4, 2003 by and between Plus Software, Inc., a Delaware company (the «Company») and each of the Schedule A buyers (one buyer and together the «buyers»). (h) foreign investors. If a purchaser is not a person in the United States (in accordance with Rule 902 (k) pursuant to the Securities Act), that purchaser hereby declares that he is committed to fully complying with the laws of his jurisdiction relating to an invitation to sign the securities or the use of that agreement, including (i) the legal requirements in his area of jurisdiction for the purchase of the securities. , gave satisfaction. (ii) any exchange restrictions on that purchase, (iii) the consents of the state or other that must be obtained and (iv) income tax and, if applicable, any other tax implications that may be relevant to the purchase, maintenance, withdrawal, sale or transfer of the securities. The purchaser`s underwriting and payment and the continuation of economic ownership of the securities are not contrary to the securities in force or other laws of the buyer`s jurisdiction. The purchaser of this type also presents the fact that this purchaser is not a «10% shareholder» within the meaning of section 871 (h) of the 1986 internal income code as amended.

(f) no offences. The company does not violate its constitution, its statutes or any other organizational document, or, unless otherwise stated in SEC documents, the laws, regulations, regulations or orders of a court or government authority, an arbitration panel or an authority applicable to the company that is a violation, individually or as a whole, a material adverse effect, and the company is not in default (and there is no condition that , over time or in some other way, would constitute a substantial default) in the performance of a loan, obligation or other evidence of debt in any deposit, mortgage, deed of trust or any other agreement or deposit to which the company is a supporter or related to the company, or to which the ownership of the company is bound, individually or as a whole. , had or would reasonably have had a substantial adverse effect.