Co-Branded XMS Service Marketing Agreement - Concur Technologies Inc. and American Express Travel Related Servies Co. Inc.


                                                                    
                             CO-BRANDED XMS SERVICE
                               MARKETING AGREEMENT


This CO-BRANDED XMS SERVICE MARKETING AGREEMENT (this "Agreement") is made and
entered into as of August 11th, 1998 (the "Effective Date") between Concur
Technologies, Inc. (formerly known as Portable Software Corporation), a
Washington corporation ("Concur") and American Express Travel Related Services
Company, Inc., a New York corporation ("AMEX").

                                 R E C I T A L S


WHEREAS, Concur plans to develop an outsource business travel and entertainment
expense management service for customers;


WHEREAS, AMEX and its licensees provide, inter alia, corporate charge, credit,
procurement, smart and store value card products and services, travel agency
services and electronic travel booking services and products;


WHEREAS, Concur and AMEX desire to enter into a marketing agreement providing
for the development and marketing of a co-branded version of the Concur
outsource business travel and entertainment expense management service for use
by AMEX Clients;


NOW, THEREFORE, in consideration of the mutual promises and covenants contained
in this Agreement, the parties hereto agree as follows:


1. DEFINITIONS.


      1.1  "Affiliate" shall mean with respect to any person (which for purposes
           of this definition shall include individuals, business entities and
           other legal entities), any other person directly or indirectly
           controlling, controlled by or under common control with such person.
           For purposes of this definition, "control" shall mean the power to
           direct or cause the direction of, the management and policies of such
           person whether through the ownership of voting interests, by contract
           or otherwise.


      1.2  "AMEX Client" shall mean a business enterprise, including without
           limitation divisions or departments thereof, that has a Corporate
           Card account or an American Express Business Travel Account from time
           to time during the term of this Agreement.


      1.3  "AMEX Competitor" shall mean a person, firm or enterprise engaged in
           the business of [*]


*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.





           [*]


      1.4  "AXP/XMS Customer" shall mean an AMEX Client that enters into an
           AXP/XMS Service Agreement for its internal use of the Co-Branded XMS
           Service.


      1.5  "AXP/XMS Service Agreement" shall have the meaning set forth in
           Section 2.3.


      1.6  [*] shall have the meaning set forth in Section 5.1.


      1.7  [*]


      1.8  [*] shall have the meaning set forth in Section 5.1(b).


      1.9  "Co-Branded XMS Service" shall mean the travel and entertainment
           expense management service to be developed by Concur in accordance
           with the terms of this Agreement (more particularly described on
           Exhibit A-1 hereto) which incorporates the Exclusive Features (as
           defined in Section 2.3).


      1.10 "Consulting Revenue" shall mean amounts received by Concur from an
           AXP/XMS Customer with respect to a Service Period for consulting,
           implementation services, training and other similar services related
           to the Co-Branded XMS Service (including amounts for the services
           referenced in Section 5.4) less [*] duties or sales use or other
           taxes or withholdings other than those based on Concur's before tax
           income.


      1.11 "Corporate Card" shall mean a corporate charge, credit or procurement
           card issued by AMEX or its licensees to the employees and agents of
           AMEX Clients for use in connection with travel, entertainment and
           procurement expenses incurred on behalf of AMEX Clients.


      1.12 [*] shall have the meaning set forth in Section 5.1(b).


      1.13 "Party" shall mean Concur or AMEX.


[*]  Certain information on this page has been omitted and filed separately with
     the Commission. Confidential treatment has been requested with respect to
     the omitted portions.


                                       2

      1.14 "Concur Competitor" shall mean a person, firm or enterprise providing
           a software product or software-enabled service in the travel and
           entertainment expense management field.


      1.15 "Prior Agreement" shall mean that Strategic Marketing Alliance
           Agreement entered into as of December 17, 1997 between the Parties.


      1.16 "Revenue" shall mean the aggregate of all amounts paid by any AXP/XMS
           Customer with respect to a Service Period and relating to the
           Co-Branded XMS Service including, without limitation, transaction
           fees and one-time payments, but excluding (i) [*] (ii) direct costs
           for licensing of third party software products that are integrated
           into the Co-Branded XMS Service and (iii) duty, sales, use or other
           taxes or withholdings other than those based on Concur's income.


      1.17 "Service Launch Date" shall mean the date on which the Co-Branded XMS
           Service is commercially available for use by an AMEX client in
           accordance with the terms of Section 2.2.


      1.18 "Service Period" shall mean the period during which an AXP/XMS
           Customer is a party to an AXP/XMS Service Agreement, [*]


      1.19 [*] shall have the meaning set forth in Section 5.1(b).


      1.20 "Steering Committee" shall have the meaning set forth in Section
           6.1(d) of the Prior Agreement.


      1.21 [*] shall have the meaning set forth in Section
           5.1.


2. DEVELOPMENT OF THE CO-BRANDED XMS SERVICE.


      2.1  In accordance with the terms of this Agreement, the Co-Branded XMS
           Service will be offered to AMEX Clients and made available only to
           such AMEX Clients who have agreed to be bound by the terms and
           conditions set forth in the AXP/XMS Service Agreement. The Co-Branded
           XMS Service shall be installed at the AXP/XMS Customer site (or at
           the site of a data center partner) and accessible via an Internet
           browser supplied by Microsoft Internet Explorer 3.02 or higher or
           Netscape Navigator Version 3.0 or higher.


      2.2  Concur agrees to develop, in accordance with the terms and conditions
           set forth in this Agreement, the Co-Branded XMS Service for
           commercial distribution to AXP/XMS Customers on or before [*];
           provided that if Concur cannot develop the Co-


*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.



                                       3

           Branded XMS Service on or before [*] but can demonstrate to AMEX's
           reasonable satisfaction that Concur can, in accordance with the terms
           of this Agreement, develop the Co-Branded XMS Service for commercial
           distribution by a date not beyond [*] then AMEX may, it its sole
           discretion, agree that the Co-Branded XMS Service will be made
           commercially available by a date no later than [*]. AMEX, in its sole
           reasonable discretion, shall determine whether the Co-Branded XMS
           Service is available for commercial distribution.


      2.3  Exclusive Features. Concur and AMEX shall develop from time to time
           during the term of this Agreement certain service features for
           integration into the Co-Branded XMS Service (the "Exclusive
           Features"). Listed on Exhibit C hereto are the Exclusive Features
           being developed by AMEX and Concur as of the date hereof. The Parties
           acknowledge and agree that their ownership rights in the Exclusive
           Features and the related technical specifications shall be governed
           by the principles stated in Section 10.2 hereof.


3. MARKETING OF CO-BRANDED XMS SERVICE.


      3.1  Marketing and License Rights. Subject to the terms and conditions of
           this Agreement, Concur hereby grants to AMEX and AMEX hereby accepts
           from Concur, a nonexclusive and nontransferable right in the United
           States and throughout the world to market the Co-Branded XMS Service,
           directly and through AMEX's agents and Affiliates, to AMEX Clients.
           [*]




      3.2  AXP/XMS Service Agreement.


              (a) All AMEX Clients that desire to use the Co-Branded XMS Service
                  shall execute Concur's customized service agreement in
                  substantially the form of Exhibit F attached hereto (the
                  "AXP/XMS Service Agreement"). The AXP/XMS Service Agreement
                  shall provide the terms and conditions of use by such AMEX
                  Client of the Co-Branded XMS Service and grant to such AMEX
                  Client a nonexclusive and nontransferable right to use the
                  Co-Branded XMS Service in accordance with the terms and
                  conditions stated therein.


              (b) Concur agrees that the AXP/XMS Service Agreement shall offer
                  to the respective AXP/XMS Customer a service contract up to
                  [*] in length and shall contain other terms and conditions,
                  including without limitation Concur's Year 


*Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.


                                       4


                  2000 warranty, not materially less favorable to the AXP/XMS
                  Customer than offered to Concur's own business customers.


              (c) The AXP/XMS Service Agreement will provide for payments by the
                  AXP/XMS Customer directly to Concur. Concur and not AMEX,
                  shall be deemed the seller of the Co-Branded XMS Service
                  hereunder and shall be responsible for collection and
                  remittance to the appropriate jurisdiction any and all
                  applicable sales/use taxes or other similar transaction taxes.
                  Concur shall fully indemnify and hold AMEX harmless from any
                  sales/use or similar transaction taxes that are assessed
                  (whether against AMEX or Concur) with respect to such sales.


      3.3  User's Manual. As and when the Co-Branded XMS Service (including
           without limitation any upgrade thereof) is made available to AXP/XMS
           Customers, Concur shall deliver to AMEX, in a format reasonably
           requested by AMEX, a comprehensive user's manual which any user of
           the Co-Branded XMS Service (including without limitation any upgrade
           thereof) may utilize in order to properly operate the Co-Branded XMS
           Service. AMEX, in accordance with Section 7.1 hereof, shall brand and
           publish such manual for delivery to AXP/XMS Customers. Concur will
           reasonably assist AMEX in the production of such manual and will
           provide AMEX with all materials created by Concur that may be useful
           in the production of such manual.


      3.4  [*]


      3.5  Certain Marketing Exclusivities.


              (a) Concur agrees that for the [*] period immediately following
                  the general commercial offering of a Exclusive Feature (as
                  described in Section 2.3 hereof), Concur will not, and will
                  not permit any of its licensees to, include such Exclusive
                  Feature in any of product or service commercially offered by
                  or on behalf of Concur or any of its licensees.


              (b) [*]

*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.


                                       5

                  [*]

              (c) Prior to the expiration of the exclusivity arrangement
                  described in Section 3.5(a)(i) hereof with respect to any
                  Exclusive Feature (the "Exclusivity Expiration Date"), the
                  Steering Committee shall identify and select additional
                  features that will be added to the set of Exclusive Features
                  available to AXP/XMS Customers during the [*] period following
                  the Exclusivity Expiration Date. The parties hereto agree to
                  develop such features and make the same available as
                  "Exclusive Features" with the exclusive conditions provided in
                  Section 3.5(a)(i). [*]


4. TRAINING AND SUPPORT.


      4.1  Training of AMEX Sales Personnel.


              (a) Periodically during the term of this Agreement and at mutually
                  agreeable times and locations, Concur agrees to train AMEX
                  sales personnel with respect to the Co-Branded XMS Service
                  (including each new version thereof) for the purpose of
                  educating AMEX's sales team on the features and benefits of
                  the Co-Branded XMS Service (or such new version, as the case
                  may be) and how to demonstrate and market it. [*]


              (b) AMEX shall make available for training by Concur (in
                  accordance with Section 4.1(a) hereof) those AMEX sales
                  managers that shall be responsible for the promotion of the
                  Co-Branded XMS Service. AMEX shall reasonably assist Concur,
                  [*] in the training of such sales managers. AMEX personnel who
                  successfully complete this training shall certified by Concur
                  (if such personnel have previously been certified on an
                  earlier version of the Co-Branded XMS Service and are
                  receiving training on a new version, shall be recertified by
                  Concur).


      4.2  Support. Concur will provide warranty service and support to AXP/XMS
           Customers on the terms set forth in the AXP/XMS Service Agreement.
           This will include maintenance and upgrade notices and support, as
           well as a dedicated AMEX/XMS telephone support line during Concur's
           customary support hours. Concur agrees that the level of service and
           support provided to AXP/XMS Customers will be no less favorable than
           (i) the level of service and support generally provided to Concur's


*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.

                                       6


           commercial customers and (ii) the level of service and support
           provided to Concur's commercial clients of any other marketer or
           reseller of the Concur's product generally similar to the Co-Branded
           XMS Service.


      4.3  AXP/XMS Customer Training. Concur agrees to furnish training to
           AXP/XMS Customers at Concur's customary rates.


5. MARKETING AND SUPPORT.


      5.1  Announcements.


            (a) AMEX shall participate with Concur in the development and
                delivery of a press release announcing the relationship between
                AMEX and Concur regarding the Co-Branded XMS Service. The press
                release shall be subject to the prior written approval of both
                AMEX and Concur.


            (b) All information to be disseminated to third parties about the
                relationship between Concur and AMEX regarding AMEX's marketing
                of or relationship or involvement with, the Co-Branded XMS
                Service shall be reviewed and approved by both Parties prior to
                any use or other publication.


            (c) Concur and AMEX agree to jointly develop information about the
                Co-Branded XMS Service relationship between Concur and AMEX to
                be used in communications to AMEX Clients and to AXP/XMS
                Customers.


      5.2   Marketing Responsibilities of AMEX.


            (a) AMEX shall provide Concur, [*] reasonable access to appropriate
                AMEX sales managers as may be mutually agreed by the Parties in
                order to present information about the Co-Branded XMS Service
                and to conduct the training referenced in Section 4 hereof.


            (b) AMEX, [*] will undertake marketing programs and efforts 
                regarding the Co-Branded XMS Service as AMEX shall determine
                from time to time.


            (c) Upon receipt from Concur of the user manual described in Section
                3.3 hereof, AMEX will provide customized branding to such manual
                in accordance with the terms hereof and provide marketing edits
                thereto. All marketing edits made by AMEX shall be subject to
                Concur's reasonable approval prior to any distribution thereof
                to AXP/XMS Customers. The approved manual (the "Quick Start
                Guide") shall be printed by AMEX [*] and shall be made available
                for 

*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.

                                       7


                distribution to AXP/XMS Customers. AMEX shall not use any of the
                materials created by Concur and which AMEX receives from Concur
                except as contemplated by this Agreement.


            (d) AMEX agrees that AMEX shall neither market the Co-Branded XMS
                Service to any third party except as provided in this Agreement.
                AMEX agrees not to make any representations, warranties,
                commitments or guarantees to AMEX Clients (including without
                limitation AXP/XMS Customers) with respect to the Co-Branded XMS
                Service (including its features and capabilities) that are
                materially inconsistent with materials, representations,
                warranties, commitments or guarantees provided by Concur.


6. PRICING, FEES & PAYMENT PROCEDURE.


     6.1 Pricing and Allocation of Revenue.


           (a) Pricing to the AXP/XMS Customer. Concur's standard licensing fees
               for the Co-Branded XMS Service is listed as part of Exhibit A-2
               hereto (the [*]). Concur's licensing fees do not include any
               national, state or local sales, use, value added or other taxes,
               customs duties or similar tariffs and fees which Concur may be
               required to pay or collect upon the delivery of the Co-Branded
               XMS Service or upon collection of the fees or otherwise. Concur
               will provide AMEX with not less than thirty (30) days notice of
               any adjustment to the [*]. [*] available commercially on a
               standalone basis.


           (b) Allocation of Revenue and Consulting Revenue.


                  (i)   Collection of Revenue. Concur shall be responsible for
                        the collection and accounting of all Revenue and
                        Consulting Revenue.


                  (ii)  Revenue Allocation. Concur shall be entitled to [*] of
                        all Revenue and AMEX shall be entitled to [*] of all
                        Revenue; provided, however, that any portion of the
                        Revenue attributable to licensing fees payable by any
                        AXP/XMS Customer to Concur shall be [*] 




*Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.

                                       8

                        [*]  

                  (iii) Consulting Revenue. [*]. Concur will retain [*] of
                        Consulting Revenue from AXP/XMS Customers and will pay
                        the balance to AMEX.


                  (iv)  [*]

           (c) Timing of Payments.


                  (i)   With respect to Revenue actually received by Concur in
                        any calendar month, Concur agrees to remit to AMEX
                        AMEX's share of such Revenue as provided in subsection
                        (b)(ii) hereof no later than forty-five (45) days
                        following the end of such calendar month. Such
                        remittance shall be made by check or by wire transfer to
                        an account designated by AMEX in writing. Concur shall
                        pay interest at the rate of [*] percent [*] per
                        annum on all such amounts paid after the due date. Upon
                        remittance to AMEX of its share of the Revenue, Concur
                        shall be entitled to retain for its own account its
                        share of the Revenue as provided in subsection (b)(ii)
                        hereof.


                  (ii)  With respect to Revenue actually received by Concur in
                        any calendar month, Concur shall, at the end of every
                        calendar month, calculate any [*] amounts payable by
                        AMEX. Concur shall invoice such [*] amounts and forward
                        such invoice, along with appropriate back-up
                        documentation, to AMEX. AMEX agrees to pay such invoiced
                        amount within forty-five (45) days of its receipt
                        thereof and to pay interest at the rate of [*]
                        percent [*] per annum on all such amounts paid after
                        such due date.


           (d)  Competitive Pricing. Concur agrees that, during the term of this
                Agreement, if Concur enters into an agreement of similar scope
                and general purpose with an AMEX Competitor regarding the
                marketing or reselling of the a product generally similar to the
                Co-Branded XMS Service and providing for a lower level of
                revenue 




*Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.

                                       9

                to be paid or retained to Concur than [*]


           (e)  International Venues. For purposes of this Agreement, Revenues
                derived from international (i.e. non-U.S.A.) licensing of the
                Co-Branded XMS Service shall be calculated in the same manner as
                the determination with respect to domestic (U.S.A). Revenue
                shall be converted into U.S. Dollars in a consistent manner and
                in accordance with Concur's commercially reasonable practices.


      6.2  Reporting. Concur will provide to AMEX a monthly report within thirty
           (30) days following the end of each calendar month detailing the
           Revenues received during such calendar month from AXP/XMS Customers
           and indicating [*] where applicable. Within thirty (30) days after
           the end of each calendar quarter following the Service Launch Date,
           Concur will provide a report, with appropriate back-up documentation,
           to AMEX detailing all Consulting Revenues generated during such
           calendar quarter, including without limitation, the associated
           Burdened Costs.


      6.3  Audit. Upon request from AMEX, Concur shall give AMEX reasonable
           access and audit and verification documentation as AMEX may
           reasonably request in order to assure Concur's compliance with the
           terms of this Agreement including but not limited to data security.
           Such requests shall be limited to the scope of this Agreement and
           shall not be made more frequently than once in any four-month period.
           Any audit must be conducted during the hours of 8 AM and 5 PM.
           Notwithstanding the foregoing, if AMEX has reasonable grounds to
           believe a breach of data security has occurred, AMEX reserves the
           right to visit and audit the premises of Concur or its
           subcontractors, unannounced, during normal business hours.


      6.4  Implementation Fees. Implementation of the Co-Branded XMS Service,
           including the establishment of links to G/L, will be provided by
           Concur and billed to AXP/XMS Customers by Concur at its then standard
           rates for such services.


      6.5  Referral Payments to Concur. AMEX shall compensate Concur under the
           terms and conditions specified in Exhibit D hereto in connection with
           the referral to AMEX of leads for Corporate Card accounts.


7. TRADEMARKS AND TRADE NAMES.


      7.1  Use of Parties Marks.



*Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.

                                       10



           (a)  During the term of this Agreement, Concur authorizes AMEX to use
                the trademarks provided by Concur from time to time during the
                term of this Agreement in connection with AMEX's marketing,
                advertisement and promotion of the Co-Branded XMS Service.
                Concur may revoke or modify its authorization to AMEX from time
                to time in its sole reasonable discretion. Nothing contained in
                this Agreement shall give AMEX any interest in such trademarks.
                AMEX agrees that it will not at any time during or after this
                Agreement assert or claim any interest in or do anything which
                may adversely affect the validity or enforceability of any
                trademark or trade name belonging to or licensed to Concur. AMEX
                will not register, seek to register or cause to be registered
                any of Concur's trademarks without Concur's prior written
                consent. AMEX agrees not to attach any additional trademarks or
                trade designations to any Co-Branded XMS Service other than
                those mutually agreed to by the Parties.


           (b)  During the term of this Agreement, AMEX authorizes Concur to use
                the trademarks as provided by AMEX from time to time during the
                term if this Agreement in connection with Concur's marketing,
                advertisement and promotion of the Co-Branded XMS Service. AMEX
                may revoke or modify its authorization to Concur from time to
                time in its sole reasonable discretion. Nothing contained in
                this Agreement shall give Concur any interest in such
                trademarks. Concur agrees that it will not at any time during or
                after this Agreement assert or claim any interest in or do
                anything which may adversely affect the validity or
                enforceability of any trademark or trade name belonging to or
                licensed to AMEX. Concur will not register, seek to register or
                cause to be registered any of AMEX's trademarks without AMEX's
                prior written consent. Concur agrees not to attach any
                additional trademarks or trade designations to any Co-Branded
                XMS Service other than those mutually agreed to by the Parties.


      7.2  Branding of the Co-Branded XMS Service. The Co-Branded XMS Service
           shall be branded with a trademark identified by AMEX from time to
           time during the term of the Agreement. Furthermore, AMEX and Concur
           shall include the "XMS" logo and the designation "Powered by XMS" (or
           other designation(s) determined by Concur and agreed to by AMEX) on
           all printed and electronic marketing materials which references the
           Co-Branded XMS Service. AMEX acknowledges and agrees that Concur will
           include a Concur designation or logo on the screen of the software
           delivered to AXP/XMS Customers as part of the Co-Branded XMS Service.
           The size and placement of such reference shall be consistent with
           such branding guidelines [*]. Concur agrees to develop customized
           screens for the Co-Branded XMS Service marketed and sold to AXP/XMS
           Customers that include designations and/or logos determined by AMEX
           and consistent with the branding guidelines [*]. In the event the
           parties cannot agree on branding guidelines as required herein, then
           the decision of the Steering Committee shall govern.

*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.


                                       11

8. TERM AND TERMINATION.


      8.1  This Agreement shall commence on the Effective Date and, unless
           sooner terminated as provided in this Agreement, shall remain in full
           force and effect for a term of [*] following the
           Service Launch Date (the "Initial Term"). Thereafter, this Agreement
           shall automatically renew for successive [*] (each, a
           "Renewal Term"), provided, however, that a Party may terminate this
           Agreement on the expiration date of the Initial Term or any Renewal
           Term by delivering written notice of termination to the other not
           less than ninety (90) days before the expiration of such Initial Term
           or Renewal Term.


      8.2  Termination. This Agreement may be terminated at any time prior to
           the expiration of its then current term, as follows:


           (a)  by either Party by written notice to the other Party if a
                receiver shall have been appointed over the whole or any
                substantial part of the assets of the other Party, a petition or
                similar document is filed by the other Party initiating any
                bankruptcy or reorganization proceeding or such a petition is
                filed against the other Party and such proceeding shall not have
                been dismissed or stayed within sixty (60) days after such
                filing;


           (b)  by either Party upon written notice if the other Party has
                breached the terms of this Agreement in any material respect and
                fails to cure such breach within thirty (30) days after receipt
                of written notice of such default;


           (c)  by AMEX upon written notice upon the acquisition of a
                controlling interest in Concur by an AMEX Competitor;


           (d)  by AMEX upon written notice upon the appointment of an officer,
                director or other designee of an AMEX Competitor to serve on the
                Board of Directors of Concur; or


           (e)  by AMEX in the event Concur [*]


*Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.



                                       12


     8.3   Special Renegotiation Rights. [*]


     8.4   Effect of Termination. Upon any termination or expiration of this
           Agreement:


           (a)  For a period of one year after the date of termination, all
                applicable books and records of Concur shall be made available
                to AMEX for the purpose of determining compliance by Concur with
                its obligations under this Agreement;


           (b)  Each Party shall immediately cease distribution of all items in
                its possession which bear the trademarks of the other Party,
                shall as promptly as is practicable cease all use of the
                trademarks of the other Party and will not use any mark which is
                confusingly similar to any trademarks of the other Party;


           (c)  Each Party shall return to the other Party marketing literature
                and materials of the other Party in its possession or shall
                destroy such items and certify their destruction to the other
                Party; and


           (d)  Each Party's rights and obligations with respect to payments due
                hereunder (including, without limitation, amounts due to AMEX
                and Concur pursuant to Section 6.1) as well as the provisions of
                Sections 6.2, 6.3, Sections 7, 8, 9, 10, 11, 12, 13 and 14,
                shall survive termination of this Agreement.


     8.5  Non-Solicitation.


           (a)  AXP/XMS Customers. During the term of this Agreement [*]


           (b)  Employees. During the term of this Agreement and for one (1)
                year thereafter, the Parties agree not to solicit for employment
                any employee of the other Party involved in the development,
                marketing or sale of the Co-Branded XMS Service.


*Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.



                                       13



9.    LIMITATIONS OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
      AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL,
      INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
      LIMITATION, LOSS OF REVENUES, LOSS OF PROFITS or COST OF PROCUREMENT OF
      SUBSTITUTE TECHNOLOGY, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
      POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO ANY CLAIM OR
      CAUSE OF ACTION WHETHER IN CONTRACT OR TORT, STRICT LIABILITY OR BREACH OF
      WARRANTY, BUT SHALL NOT APPLY IF (A) A PRODUCT IS DETERMINED TO BE
      DEFECTIVE AND TO HAVE CAUSED BODILY INJURY OR DEATH or (B) IF SUCH DAMAGES
      ARE THE RESULT OF THE OTHER PARTY'S NEGLIGENCE OR WILLFUL MISCONDUCT.


      THE PARTIES ACKNOWLEDGE THAT THIS SECTION 9 HAS BEEN INCLUDED AS A
      MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT AND THAT
      THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT, BUT FOR THE
      LIMITATIONS OF LIABILITY AS SET FORTH HEREIN.


10.   REPRESENTATIONS AND WARRANTIES.


      10.1 Due Authorization, etc. Each of Concur and AMEX represents and
           warrants that (i) it has all right, power and authority to execute,
           deliver and perform this Agreement and all agreements and documents
           executed in connection herewith (the "Ancillary Documents"); (ii)
           each of this Agreement and the Ancillary Documents have been duly
           authorized, executed and delivered by it and is or when executed will
           be, its legal, valid and binding obligations in accordance with their
           terms; (iii) the entering into and performance of this Agreement and
           the Ancillary Documents by it does not require the consent or
           approval of any third party or governmental authority; and (iv) there
           is no litigation, action at law or equity, suit, arbitral or
           administrative proceeding, claim or to its knowledge, governmental
           investigation presently pending or to its knowledge, threatened
           against it or any of its Affiliates that would impair or otherwise
           affect its ability to perform its obligations hereunder and
           thereunder.


      10.2 Intellectual Property Ownership.


           (a)  Concur hereby represents and warrants to AMEX that (i) Concur is
                the owner of the Co-Branded XMS Service and the components
                thereof, or otherwise has the right to sell, license and market
                the Co-Branded XMS Service, as contemplated by the terms of this
                Agreement, without infringing or violating any law, rule,
                regulation, United States or foreign copyright, patent, trade
                secret or other proprietary rights of any third party and (ii)
                the grant of rights hereunder to AMEX does not violate or
                constitute a default under any agreement to which 



                                       14


                Concur is a party, nor shall the performance by AMEX hereunder
                in accordance with the terms of this Agreement subject AMEX to
                liability as a result of any such agreement.


           (b)  As used herein "Developed Materials" shall mean, hereunder, all
                inventions, methods, techniques, works of authorship, computer
                software, computer upgrades, computer programs, service
                providers, vendors information, training materials,
                telemarketing scripts, computer screens, reports, data, any
                other proprietary or confidential information made, created,
                developed or written hereunder and other intellectual property
                created, developed or written in accordance with the activities
                contemplated hereunder. [*]. As used herein, "AMEX Property"
                shall mean the Developed Material as described in (i) and (ii)
                above; "Concur Property" shall mean the Developed Material as
                described in (iii) and (iv) above.


           (c)  All Developed Materials shall be deemed Proprietary Information
                (as defined in Section 11 hereof) and subject to the
                confidentiality provisions of this Agreement.


           (d)  Nothing herein shall be construed to restrict, impair or deprive
                Concur or AMEX of any of their respective rights or proprietary
                interests in technology or products that existed prior to and
                independent of the performance of their respective obligations
                hereunder.


      10.3 Intellectual Property. Concur represents and warrants to AMEX that,
           to the best knowledge of Concur, it is unaware of any patents or
           other third party rights which

      [*]  Certain information on this page has been omitted and filed
           separately with the Commission. Confidential treatment has been
           requested with respect to the omitted portions.

                                       15


           cover the Co-Branded XMS Service and/or any component thereof. Concur
           has not received any notices from any third party indicating an
           infringement or other violation of third party intellectual property
           rights.


      10.4 Year 2000. Concur represents and warrants to AMEX that the Co-Branded
           XMS Service and each component thereof have been and will be tested
           and are and will be fully capable of providing accurate results using
           data having date ranges spanning the twentieth (20th) and
           twenty-first (21st) centuries (e.g., years 1900-2099). Without
           limiting the generality of the foregoing, Concur represents and
           warrants to AMEX that the Co-Branded XMS Service and each component
           thereof shall (a) manage and manipulate data involving all dates from
           the 20th and 21st centuries without functional or data abnormality
           related to such dates; (b) manage and manipulate data involving all
           dates from the 20th and 21st centuries without inaccurate results
           related to such dates; (c) have user interfaces and data fields
           formatted to distinguish between dates from the 20th and 21st
           centuries; and (d) represent all data related to include indications
           of the millennium, century and decade as well as the actual year.
           The exclusive remedy of AMEX and the entire liability of Concur, for
           breach of this Section shall be a right of indemnification under
           Section 12 for its direct damages arising out of AXP/XMS Customers
           claims, suits or proceedings related to such breach.


      10.5 AXP/XMS Customer Warranty. EXCEPT AS SET FORTH IN THE AXP/XMS SERVICE
           AGREEMENT OR EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, CONCUR
           DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED
           WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
           WITH RESPECT TO THE CO-BRANDED XMS SERVICE.


11. PROPRIETARY INFORMATION AND CONFIDENTIALITY.


      11.1 Proprietary Information. The Parties intend to disclose and exchange
           confidential, proprietary and trade secret, technical information,
           technical and business plans, proposed products and marketing and
           sales reports regarding their businesses and, (i) in the case of
           Concur, internal processes related to the operation of the Co-Branded
           XMS Service, the [*] and [*] and (ii) in the case of AMEX,
           information provided by AMEX with respect to internal AMEX processes
           and [*] (the "Proprietary Information"). Information with respect to
           AXP/XMS Customers contained in the AXP/XMS Service Agreement shall be
           deemed Proprietary Information of AMEX.


      11.2 Obligation of Confidentiality. Each Party shall protect and keep
           confidential any and all Proprietary Information of the other Party
           embodied in any information disclosed 

      [*]  Certain information on this page has been omitted and filed
           separately with the Commission. Confidential treatment has been
           requested with respect to the omitted portions.

                                       16


           hereunder and shall not use, disclose or allow any third party access
           to any such Proprietary Information, except to support or perform its
           obligations under this Agreement. In furtherance and not in
           limitation of the foregoing, each Party agrees to maintain the strict
           confidentiality of any source code delivered by the other Party.
           Furthermore, with respect to Proprietary Information that relates to
           any AMEX Client, Concur agrees to comply, and cause its third party
           contractor to comply, with the AMEX security principles attached
           hereto as Exhibit E.


      11.3 Limited Access. Each Party shall use its best efforts to ensure that
           only employees and third parties whose duties give them a need to
           know such Proprietary Information of the other Party shall have
           access thereto. All such persons and entities shall be obligated to
           treat the same as proprietary and confidential and the receiving
           Party shall take such other measures to protect the confidentiality
           of such Proprietary Information. Without limiting the generality of
           the foregoing, each Party shall require any third party to whom it
           discloses any Proprietary Information to sign a confidentiality
           agreement, enforceable by the other Party, whereby such third party
           agrees to be bound by the confidentiality provisions set forth in
           Section 11.2.


      11.4 Required Disclosure. If a Party or any of its employees, shall be
           under a legal obligation in any administrative, governmental or
           judicial circumstance involuntarily to disclose any Proprietary
           Information of the other Party, it shall give the Party that owns
           such Proprietary Information (the "Disclosing Party") prompt notice
           thereof so that the Disclosing Party may seek an appropriate
           protective order. If the Disclosing Party is finally unsuccessful in
           obtaining such protective order and if the Party receiving such
           Proprietary Information (the "Receiving Party") or any such employee
           would, in the opinion of its counsel, be held in contempt or suffer
           other censure or penalty for failure to disclose, disclosure pursuant
           to the order or decree of an administrative, governmental or judicial
           authority with jurisdiction over such Party may be made by the
           Receiving Party or its employees without liability hereunder.


      11.5 Permitted Disclosures. Notwithstanding the foregoing, neither Party
           shall be liable to the other with regard to any disclosure of
           Proprietary Information of the other Party which:


           (a)  was known to the Receiving Party, without restriction, at the
                time of disclosure, as shown by the files of the Receiving Party
                in existence at the time of disclosure;


           (b)  is disclosed with the prior written approval of the Disclosing
                Party;


           (c)  was independently developed by the Receiving Party, without any
                use of the Proprietary Information and without the assistance of
                any employee or other agents of (or independent contractors
                hired by) the Receiving Party who have been exposed to such
                Proprietary Information;



                                       17



           (d)  becomes known to the Receiving Party, without restriction, from
                a source who obtained such information other than through the
                breach of this Agreement by the Receiving Party or the breach of
                any confidential or fiduciary obligations to the Disclosing
                Party; or


           (e)  is required to be disclosed pursuant to law or in accordance
                with judicial or other governmental order.


      11.6 Remedies. The Parties agree that money damages would not be a
           sufficient remedy for any breach of this Section 11 by Receiving
           Party and the Disclosing Party shall be entitled, in addition to
           money damages, to specific performance and injunctive relief and any
           other appropriate equitable remedies for any such breach. Such
           remedies shall not be deemed to be the exclusive remedies for a
           breach of this Section 11 by Receiving Party but shall be in addition
           to all other remedies available at law or in equity to Disclosing
           Party. If a court or other authority determines that a Party has
           materially breached its obligations under this Section 11, the other
           Party will be entitled to payment of its legal fees and
           disbursements, court costs and other expenses of enforcing, defending
           or otherwise protecting its interests hereunder.


      11.7 Survival. The obligations of confidentiality and limitations of use,
           disclosure and access set forth herein shall survive the termination
           of this Agreement.


12. INDEMNIFICATION.


      12.1 By Concur. Concur agrees to indemnify, defend and hold harmless AMEX
           and its Affiliates and their respective directors, officers,
           employees and agents (collectively, the "AMEX Group"), from and
           against any and all claims, suits, losses, damages and liabilities
           (including reasonable attorney's fees and expenses) arising out of or
           resulting from

           (a)  any third party claim, suit or proceeding and any settlement
                thereof (including reasonable fees of attorneys and related
                costs), to the extent based on a claim that the Co-Branded XMS
                Service or Concur infringes the patent, copyright, trademark,
                trade secret or other proprietary right of a third party;

           (b)  the intentional or negligent act or omission of Concur or its
                officers, directors, employees, contractors or agents
                (collectively, the "AMEX Agents") in the course of the
                performance of Concur's duties and obligations under this
                Agreement;

           (c)  the failure of Concur or its Agents, as the case may be, to
                comply with the terms of this Agreement; or

           (d)  the failure of Concur (including without limitation its Agents
                who perform on behalf of Company hereunder) to comply with its
                obligations under any and all laws, rules or regulations
                applicable to Concur, its Agent or the Co-Branded XMS Service,
                as the case may be.



                                       18



      12.2 By AMEX. AMEX agrees to indemnify, defend and hold harmless Concur
           and its Affiliates and their respective directors, officers,
           employees and agents, from and against any and all claims, suits,
           losses, damages and liabilities (including reasonable attorney's fees
           and expenses) arising out of or resulting from


           (a)  any third party claim, suit or proceeding and any settlement
                thereof (including reasonable fees of attorneys and related
                costs), to the extent based on a claim that AMEX's intellectual
                property incorporated into the Co-Branded XMS Service or the
                marketing thereof infringes the patent, copyright, trademark,
                trade secret or other proprietary right of a third party,


           (b)  the intentional or negligent act or omission of AMEX or its
                officers, directors, employees, contractors or agents
                (collectively, the "AMEX Agents") in the course of the
                performance of Concur's duties and obligations under this
                Agreement;


           (c)  the failure of AMEX or the AMEX Agents, as the case may be, to
                comply with the terms of this Agreement; or


           (d)  the failure of AMEX to comply with its obligations under any and
                all laws, rules or regulations applicable to AMEX.


      12.3 Indemnification Procedure. If any action shall be brought against
           either Party in respect of which indemnity may be sought from the
           other Party pursuant to the provisions of this Section 12 ("Claim"),
           the indemnified Party shall promptly notify the indemnifying Party in
           writing, specifying the nature of the Claim, the total monetary
           amount sought, as well as such relief as is sought therein. The
           indemnified Party shall cooperate with the indemnifying Party at the
           indemnifying Party's expense in all reasonable respects in connection
           with the defense of the Claim if by a third party. If the Claim from
           a third party is solely for monetary damages or a claim of
           infringement, the indemnifying Party shall, upon written notice to
           the indemnified Party, undertake the defense or settlement of the
           Claim; in all other instances, the indemnified Party, upon written
           notice to the indemnifying Party, may undertake the defense or
           settlement of the Claim. In the event the indemnified Party
           undertakes the defense or settlement of the Claim, the indemnifying
           Party shall have the right to employ separate counsel at its own
           expense and participate in the defense of the Claim. The indemnifying
           Party shall reimburse the indemnified Party upon demand the judgment
           of a court of competent jurisdiction or pursuant to a bona fide
           compromise or settlement of claims, demands or actions and shall
           reimburse the indemnified Party upon demand for any payments of
           attorney's fees and related expenses made by the indemnified Party. A
           Party's failure to give timely notice or to provide copies of
           documents or to furnish relevant data in connection with any claim
           for indemnification shall not constitute a defense (in part or in
           whole) to any claim for indemnification for such Party, except and
           only to the extent that such failure shall result in any prejudice 



                                       19


           to the indemnifying Party; provided, that any such compromise or
           settlement must be approved by the indemnifying Party and any such
           compromise or settlement must be approved by the indemnified Party,
           which approval shall not be unreasonably withheld.


13.   AXP/XMS CUSTOMER LISTS. Subject to Section 11 hereof, [*]. The terms of
      this Section 13 shall survive the termination of this Agreement.


14.    GENERAL.


      14.1 Entire Agreement; Amendment. This Agreement, together with any
           exhibits attached hereto, contains the complete and exclusive
           understanding and agreement of the Parties with respect to its
           subject matter and supersedes, merges and replaces all prior
           writings, discussions and understandings relating to such subject
           matter. This Agreement may only be amended by a written agreement and
           signed by authorized representatives of both Parties.


      14.2 Governing Law. This Agreement shall be governed by and construed in
           accordance with, the laws of the State of New York, excluding those
           laws that direct the application of the laws of another jurisdiction.
           The Parties hereby consent to the exclusive jurisdiction of any State
           or Federal court located in New York County. Neither Party shall
           knowingly take or fail to take any action that might cause it or the
           other Party to be in violation of any law or regulation of the United
           States, including the United States Foreign Corrupt Practices Act.


      14.3 Force Majeure. Neither Party shall be liable for any delay or failure
           to meet its obligations pursuant to this Agreement due to natural
           circumstances beyond its reasonable control, including, but not
           limited to war, riots, insurrection, civil commotion, fire, flood,
           storm or inability to obtain necessary labor, materials or
           manufacturing facilities as a direct result of such natural
           disasters.


      14.4 Severability. If any term or provision of this Agreement is found to
           be invalid or unenforceable for any reason, it shall be adjusted
           rather than avoided, if possible, so as best to accomplish the
           objective of the Parties to the extent possible. In any event, the
           remaining terms and provisions shall be deemed valid and enforceable.
           It is 


*Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.


                                       20


           expressly understood and agreed that each provision of this Agreement
           providing for a limitation of liability disclaimer or limitation of
           warranties or exclusion of damages is intended by the Parties to be
           severable and independent of any other provisions and to be enforced
           as such.


      14.5  Assignment. This Agreement shall be binding on the Parties and on
            their successors and assigns. Except as expressly provided herein,
            neither Party shall transfer, assign or subcontract any right or
            obligation hereunder without the prior written consent of the other
            Party, which consent shall not be unreasonably withheld.


      14.6  Waiver. The failure of either Party any time to require performance
            by the other Party of any provision hereof shall not affect in any
            way the full right to require such performance at any time
            thereafter; nor shall the waiver by either Party of a breach of any
            provision hereof be taken or held to be a waiver of the provision
            itself.


      14.7  Attorneys' Fees. In the event of any suits and actions with respect
            to this Agreement, including actions for indemnification under
            Section 12, the prevailing Party shall be entitled to recover
            reasonable attorneys' fees and other costs and expenses incurred in
            resolving such dispute.


      14.8  Cooperation. Each Party to this Agreement agrees to execute and
            deliver all documents and to perform all further acts and to take
            any and all further steps that may be reasonably necessary to carry
            out the provisions of this Agreement and the transactions
            contemplated hereby.


      14.9  Counterparts. This Agreement may be executed in counterparts, each
            of which shall be deemed an original, but which together shall
            constitute a single instrument.


      14.10 Notices. All notices relating to this Agreement shall be in writing,
            signed by the Party giving or making such notice or communication
            and shall be delivered by: (a) personal delivery; (b) telecopier
            facsimile transmission; or (c) by postage-prepaid certified or
            registered mail (airmail if available), return receipt requested.
            Notices shall be sent to the address of the other Party set forth
            below or such other address as either Party may specify in writing
            in accordance with this Section and shall be deemed given upon
            personal delivery, five (5) business days after deposit in the mail
            or upon acknowledgment or actual receipt of facsimile transmission:


              To Concur:


                           S. Steven Singh
                           President and CEO
                           Concur Technologies, Inc.
                           (formerly Portable Software Corporation)




                                       21


                           6222 - 185th NE
                           Redmond, WA 98052


              with a copy to:


                           Fenwick & West LLP
                           2 Palo Alto Square
                           Suite 800
                           Palo Alto, California  94306
                           Attention:  Matthew P. Quilter


              To AMEX:


                           [*]
                           [*]
                           American Express Travel Related Services 
                           Company, Inc.
                           140 Broadway (43rd Floor)
                           New York, NY  10005


              with a copy to:


                           General Counsel's Office
                           American Express Travel Related Services 
                           Company, Inc.
                           3 World Financial Center
                           New York, New York  10285-4909
                           Attention:  [*]


      14.11 Voluntary Preliminary Dispute Resolution.


            (a)  In the event of any controversy or claim arising out of or
                 relating to this Agreement, the Steering Committee will first
                 attempt in good faith to resolve the matter. If the Steering
                 Committee is unable to resolve such matter, the Parties will
                 attempt in good faith to resolve such matter by negotiations
                 between senior executives of the Parties who have settlement
                 authority but do not have direct responsibility for the
                 administration of this Agreement. [*]. All negotiations
                 conducted pursuant to this Section 14.11 are confidential and
                 shall be treated as compromise and settlement negotiations for
                 purposes of the Federal Rules of Evidence and state rules of
                 evidence;


*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.

                                       22



            (b)  This Section 14.11 sets forth the exclusive method for
                 adjudicating disputes between the Parties arising out of or
                 relating to this Agreement; provided that nothing in this
                 Section 14.11 shall prevent a Party from applying to the
                 federal or state courts to obtain injunctive relief pending
                 resolution of the dispute through the voluntary dispute
                 resolution procedures set forth herein and to join in any such
                 action such other claims as may be required to be brought by
                 applicable joinder rules.


      14.12 No Creation of Partnership. This Agreement does not create or
            constitute a partnership for tax or other purposes. All decisions
            regarding effectuation this Agreement and any action to be taken
            hereunder shall be solely at the discretion of the Party making such
            decision. Neither Party shall hold itself out as an agent of the
            other. Neither Party shall have any authority to bind or obligate
            the other in any manner.


      14.13 [*]


      14.14 Insurance.


            (a)  During the term of this Agreement and for any period that the
                 Service is made available to Customers (including without
                 limitation Enrollees), Concur agrees to maintain, at its own
                 expense, insurance in at least the following amounts (or such
                 reasonable higher amounts upon which the parties may hereafter
                 agree) to insure against both Concur's and AMEX's risk of loss
                 in connection with the services described in this Agreement:
                 (i) commercial general liability insurance, including coverage
                 for contractual liability, fire and casualty, business
                 interruption and complete operations, in the amount of $10
                 million per occurrence with at least $5 million personal injury
                 coverage; and (ii) errors and omissions liability insurance
                 covering the acts, errors, omissions and infringement of Concur
                 in the amount of at least $2 million per occurrence with an
                 annual aggregate of $10 million.


            (b)  Concur shall provide AMEX with certificates of insurance or
                 adequate proof of the foregoing insurance to AMEX on the date
                 hereof and within five (5) days of the issuance of a renewal
                 certificate for each such insurance policy. The commercial
                 general liability insurance policy shall name AMEX and its
                 affiliate companies as additional insureds with respect to the
                 Service. All insurance policies required hereunder shall
                 contain a provision stating the name and address of AMEX and
                 that AMEX is to be notified in writing by the insurer at least
                 thirty (30) days prior to cancellation of or a material change
                 in, any policy issued by such insurer.


*Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.


                                       23



            (c)  All policies required hereunder shall be maintained with
                 insurers acceptable to AMEX. AMEX reserves the right to
                 disallow coverage from any insurer that does not maintain a
                 rating of B+++ or higher from A.M. Best.


      14.15 Trademarks. The use by a Party of any logo, trademark or other mark
            owned by the other Party or Affiliates of the other Party shall be
            strictly limited to each specific right to use articulated from time
            to time.


      14.16 Headings. The headings contained in this Agreement are solely for
            the purpose of reference, are not part of the agreement of the
            Parties and shall not in any way affect the meaning or
            interpretation of this Agreement.



                                       24

IN WITNESS WHEREOF, the Parties hereto agree to the provisions set forth above
and have executed this Agreement as of the Effective Date.


CONCUR TECHNOLOGIES, INC.
(formerly known as Portable Software Corporation)



By: /s/ STEVE SINGH
   ----------------------------------
Name:  Steve Singh
     --------------------------------
Title: President & CEO
      -------------------------------





AMERICAN EXPRESS TRAVEL
RELATED SERVICES COMPANY, INC.




By: /s/ [*]
   ----------------------------------
Name:   [*]
     --------------------------------
Title:  [*]
      -------------------------------

*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.


                                       25

                                LIST OF EXHIBITS


Exhibit A-1    Description of the Co-Branded XMS Service


Exhibit A-2    Suggested Price List and Base Price List


Exhibit B      Support


Exhibit C      Exclusive Features


Exhibit D      Lead Referral Compensation Payable By AMEX to Concur


Exhibit E      AMEX Security Principles


Exhibit F      Form of AXP/XMS Service Agreement


Exhibit G      Data Security Agreement



                                   EXHIBIT A-1


                    DESCRIPTION OF THE CO-BRANDED XMS SERVICE

The Co-Branded XMS Service is an Internet travel expense management outsourcing
solution that automates the entire travel expense management process - from
expense report preparation and approval to processing and data analysis. The
Co-Branded XMS Service is powered by the Xpense Management Solution - a software
developed and owned by Concur -- and the hardware, application, operations, and
Internet connections are hosted by a third party web hosting partner. Automated
web reporting and payment services are optionally available.

The Co-Branded XMS Service is based on the XMS version 3.01 and includes the
Exclusive Features developed from time to time in accordance with the terms of
the Agreement.



                                   EXHIBIT A-2


                                      [*]


*Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.

                                      [*]


*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.




                                       29

                                    EXHIBIT B


                                     SUPPORT


                {See Support as described in the Prior Agreement}





                                    EXHIBIT C

                               EXCLUSIVE FEATURES

Proposal for Exclusive Integration Features
================================================================================

OBJECTIVE:

AMEX and Concur wish to provide AXP/XMS Customers with a set of exclusive
features (identified in the body of this Agreement as the "Exclusive Features")
for the Co-Branded XMS Service which will enhance the relationship, provide
competitive advantage for the RTS value proposition, and position the joint
offering as the market leading solution.

APPROACH:

-        This document proposes "rolling exclusivity" for these features, i.e.
         available only to AMEX Clients for a specific period of time described
         in the Agreement following general release. This document proposes the
         first set of features governed by rolling exclusivity. The feature set
         was developed jointly by AMEX and Concur.

-        [*]

-        The proposal follows the guiding principle to implement exclusive
         features; neither party will remove functionality that is currently
         available.

-        The proposal addresses product integration between Concur and AMEX
         products and services. It does not recommend integrating efforts for
         the business relationship (e.g. implementation, pricing, resource
         sharing).

-        This draft includes a matrix of proposed features. Potential
         availability of features, impact on the current feature integration
         plans, and requirements, which are external to Concur, have not yet
         been identified.

SUMMARY:

-        [*]

-        [*]


*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.


                                       30

JOINTLY RECOMMENDED FEATURES

                                      [*]

*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.


                                       2

                                    EXHIBIT D

              Lead Referral Compensation Payable By AMEX to Concur

The following are the terms and conditions for payment to Concur in connection
with lead referrals to AMEX of entities that have an actual business
relationship with Concur for the provisions of a service or product similar to
the Co-Branded XMS Service and which are interested in the American Express(R)
Corporate Card system and the American Express Business Travel Account program
(such entities, a "Potential Client"). All applications are subject to AMEX
approval.

Concur may, in writing and containing such information as AMEX shall reasonably
require from time to time, refer to AMEX a Potential Client for purposes of
AMEX's solicitation of such Potential Client for applications for a new
Corporate Card account ("Corporate Card Account")or new Business Travel Account
("BTA"). AMEX will approve or reject such referrals in accordance with
procedures it establishes from time to time. AMEX may, in its sole option,
choose or decide not to solicit such Potential Client.

If, during the term of the Agreement, AMEX establishes a new Corporate Card
Account or new BTA with a Potential Client which conforms with the conditions
set forth below (a "Qualified Lead"), AMEX agrees to pay Concur a [*] in
accordance with the terms set forth below.

In order for a referred Potential Client to be deemed a Qualified Client, all of
the following conditions must be satisfied:


                                      [*]


*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.



If all of the preceding conditions are satisfied, then the Potential Client will
be considered a "Qualified Client" hereunder and thereby qualify Concur for the
following one-time incentive fee with respect to each Qualified Client that
establishes a new Corporate Card Account with AMEX:



                                                          
                                      [*]



Also during such term, Concur will be entitled to a [*] fee of [*] for each
Qualified Client that establishes a new BTA.

Any incentive fee payable by AMEX will be based on the BTA or Corporate Card
Account as it exists three (3) months following the actual setup of the
respective account.

*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.


                                       5

                                    EXHIBIT E


                            AMEX SECURITY PRINCIPLES

                        INFORMATION SECURITY REQUIREMENTS


                                      [*]

*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.

                                      [*]


*Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.

                                       2


                DATA SECURITY RECOMMENDED CONTROLS AND PROCEDURES



                                      [*]

*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.

                                       3

                                      [*]

*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.

                                       4

                                    EXHIBIT F
                        FORM OF AXP/XMS SERVICE AGREEMENT




                                    EXHIBIT G

                             DATA SECURITY AGREEMENT


This Data Security Agreement (the "Agreement") is entered into by and between
AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. ("Amexco") and CONCUR
TECHNOLOGIES, INC. (formerly known as Portable Software Corporation), a
Washington corporation ("Service Organization").

Amexco hereby agrees to supply, and provide Service Organization with access to,
data (hereinafter referred to as "Files") containing proprietary information of
Amexco, and/or its parent company, subsidiaries and affiliates from time to time
to the Service Organization subject to the following terms and conditions.

I.                                     [*]




*Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.



                                      [*]


II.      CONFIDENTIALITY

         Service Organization understands and agrees that information furnished
         through the Files shall be considered confidential, shall not be
         communicated to Service Organization's employees except on a "need to
         know" basis, shall not be used for any purpose except in connection
         with the specific job for which it was supplied, and shall not be
         disclosed for any purpose to third parties by Service Organization,
         other than those third parties listed in Addendum A.

         Service Organization understands that all information contained in the
         Files must be strictly safeguarded and protected from unauthorized use
         or dissemination by it, its employees or any of the third parties
         listed in Addendum A. Accordingly, Service Organization will take all
         or any actions necessary to safeguard all or any data contained in the
         Files, and will indemnify Amexco for any loss or misuse of data by its
         employees or the third parties listed in Addendum A. Service
         Organization agrees that if there is any disclosure of the information
         in the Files, by its employees or the employees of any of the third
         parties listed in Addendum A, it will enforce for Amexco's benefit
         through litigation, if necessary, all rights provided under law to
         compensate Amexco for any damages arising out of such disclosure and to
         protect Amexco from additional disclosure. Service Organization also
         agrees to pay for all costs reasonably incurred to enforce this
         Agreement including, but not limited to, all attorney's fees and court
         costs.

         Service Organization further agrees that (i) any printed material
         containing information from the Files, which is not returned to Amexco,
         will be shredded or otherwise destroyed in a manner which will prevent
         reconstruction; (ii) neither external nor internal labels, nor other
         identifiers for House Files, computer systems, or computer programs,
         will contain any references, abbreviated or otherwise, to American
         Express; (iii) all media, other than printed media, on which the Files
         are contained will be returned to the appropriate Amexco office within
         7 business days of receipt.

         Upon the completion or termination of a job, with the exception of
         Files specified as exceptions per the stipulations in condition 5 of
         this Agreement, Service Organization will immediately eliminate from
         its House Files all information extracted from the Files. Upon the
         expiration or termination of this Agreement, Service Organization will
         immediately eliminate from its possession all information belonging to
         Amexco. The method of such elimination will be at the discretion of
         Amexco's Data Security Department.




*Certain information on this page has been omitted and filed separately with
 the Commission. Confidential treatment has been requested with respect to the
 omitted portions.

                                       2


III.     GOVERNING LAW AND INTERPRETATION

         This Agreement and the rights and obligations of the parties hereto
         shall be governed by and construed in accordance with the laws of the
         State of New York. Headings are for reference only and are not intended
         to affect the meaning of any terms. If any provision of this Agreement
         is held invalid, illegal or unenforceable, the remaining provisions
         will remain unimpaired.

IV.      ENTIRE AGREEMENT

         No modification, amendment, supplement to or waiver of this Agreement
         or any of its provisions shall be binding upon the parties hereto
         unless made in writing and duly signed by both parties. This Agreement
         shall become effective as of __________, 1998.


ACCEPTED AND AGREED TO:

Signature:___________________________

Printed Name:________________________

Title:_______________________________



                               TO BE COMPLETED BY AMEXCO DATA SECURITY ONLY

                               AMERICAN EXPRESS TRAVEL
                               RELATED SERVICES COMPANY, INC.



                               SIGNATURE:
                                         ---------------------------------------
                               PRINTED NAME: [*]
                                             -----------------------------------
                               TITLE: [*]
                                      ------------------------------------------

*Certain information on this page has been omitted and filed separately with the
 Commission. Confidential treatment has been requested with respect to the
 omitted portions.


                                       3

                                   ADDENDUM A


(Please provide the name, address, contact, and telephone number for any
companies listed.)



                                       4