Exhibit 10.1


                              September 21, 2000



Dear ________:

     As you know, it is essential for Bottomline to retain and attract, as
directors and officers, the most capable persons available.  As our growth and
increasing involvement in international transactions affect the level of risk to
which our officers and directors are exposed, and in order to assure that the
protection available under our Certificate of Incorporation and underlying
directors' and officers' insurance is adequate under certain circumstances, we
hereby, in accordance with the provisions of Article Ninth of our Certificate of
Incorporation, agree with you as follows:

             Notwithstanding any provision of Paragraph 6 of Article Ninth of
     our Certificate of Incorporation to the contrary, you shall not be required
     to submit any documentation in connection with a request for
     indemnification under Paragraph 6, and we will, promptly after receipt of
     any written notice for indemnification, make advancements as requested in
     writing in accordance with the other terms and provisions of Article Ninth
     of our Certificate of Incorporation, subject, however, to our right to
     decline to make advancements where, under the provisions of the Certificate
     of Incorporation and the relevant provisions of Delaware law, we determine
     that such advancements are not justified or permitted.

             The foregoing arrangement is contemplated by the provisions of
     Article Ninth, which explicitly provide that we have the right to extend
     additional assurances regarding indemnification to our officers and
     directors.

     If you are in agreement with these arrangements, please indicate your
acceptance and agreement by signing this letter in the space provided below.

                                       Sincerely,


                                       D.M. McGurl
                                       Chairman & CEO


Acknowledged and agreed:

________________________________