0000927016-03-001352 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • March 25th, 2003 • Mercator Software Inc • Services-prepackaged software • New York

WARRANT AGREEMENT (the “Agreement”), dated as of October 15, 2002, between Mercator Software, Inc., a Delaware corporation (the “Company”), and Vector Capital II, L.P., a California limited partnership (the “Holder”).

July 24, 2002 Mr. Robert J. Farrell Smithtown, NY 11787 Dear Bob:
Resignation Agreement • March 25th, 2003 • Mercator Software Inc • Services-prepackaged software • Connecticut

This letter constitutes the agreement (the “Agreement”) between you (“You”) and Mercator Software, Inc. (the “Company”) with respect to your resignation of employment with the Company.