News Release

BNSF Advances Service Contract and Invoice Management Processes with Upside Software's Solutions

FORT WORTH, TX, USA, & EDMONTON, Alberta, Canada, July 09, 2002:

In a major refinement of its service contracts and manual invoice processes, The Burlington Northern and Santa Fe Railway Company (BNSF) now has the power to efficiently maintain, update and issue service contracts, as well as track invoices, with two new online programs - UpsideContract and UpsideBilling from Upside Software Inc. In April, BNSF implemented ContractSource to better manage its 3,000-plus active service contracts, manage the many changes that are processed each day, and provide detail information to BNSF users including when a contract is up for renewal, terms of the contract, as well as speeding up the contract process for suppliers.

"UpsideContract is quite an improvement from past practices," says Andy Manthei, BNSF Director, Contract Services. "There's now quicker turn-around time from beginning to end in a contract's life. There's also better accessibility for BNSF field personnel to view the contracts."

A complement to BNSF's refined supplier process is Fast Track eAP. Based on UpsideBilling, Fast Track eAP provides a means for BNSF to receive and process supplier invoices quickly and efficiently. Currently, BNSF processes about $4 million in daily transactions through the system that is targeted at their small to mid-size suppliers.

According to Brian Ammon, Director, BNSF Finance Technology Management, "UpsideBilling has allowed BNSF to dramatically enhance how we handle the large volume of accounts payable invoices from our small and mid-size vendors throughout our network - something that was a fairly manual process until now."

Both systems allow BNSF to more promptly communicate with suppliers and provide contract and invoice status and detail information readily and offer supplier self-service to review and negotiate contracts and submit invoices.

Working under tight deadlines, Fast Track eAP and ContractSource were both deployed on time and within budget. "This was a challenging project," said Ashif Mawji, CEO, Upside Software, "and the success is a testament to the solid team work displayed by the joint BNSF and Upside Software team.”

Having been in production operation for a short time, Fast Track eAP and ContractSource have both demonstrated clear value, are getting praise from all levels within BNSF and are showcase Information Technology projects.

About BNSF

A subsidiary of Burlington Northern Santa Fe Corporation (NYSE:BNI), BNSF operates one of the largest railroad networks in North America, with 33,000 route miles covering 28 states and two Canadian provinces. BNSF is an industry leader in Web-enabling a wide variety of customer transactions at www.bnsf.com. The railway moves more intermodal traffic than any other rail system in the world, is America’s largest grain-hauling railroad, transports the mineral components of many of the products we depend on daily, and hauls enough coal to generate more than 10 percent of the electricity produced in the United States.

About Upside Software

Upside Software provides integrated enterprise solutions that help streamline financial and business operations for companies of any size. The company’s web-based solutions focus on contract management, electronic billing, expense claim management and time-based resource booking management and are based on Microsoft technologies. Through improved business processes and leveraged business intelligence, Upside Software’s customers can dramatically reduce operating costs while greatly improving customer and supplier relationships. The company’s solutions are typically deployed to customers within 40 days and provide a full return-on-investment (ROI) in less than one year.

UpsideContract is a full scope, web-based contract management system that supports the creation and management of contracts and contract schedules using templates and content repositories. Business rules are added to enforce policies and procedures and to ensure proper approvals for contract, clause or schedule creation or amendment.

UpsideBilling is an electronic billing and invoice management system that streamlines both account payable and account receivable processes by applying business rules to automate range, threshold and variance validation and dynamically determining and then managing the required review and approval workflow. The system integrates with accounting and ERP systems to improve the overall management of high volume transaction processes.

For more information about Upside Software and its suite of business solutions, visit the company’s Web site at www.upsidesoft.com.

For more information, contact:

Kevin Saunderson, Vice President Operations

Upside Software Inc.

Tel: (780) 702-1432, ext. 237

Fax: (780) 702-1438

Email: kevin.saunderson@upsidesoft.com

Patrick Hiatte, General Director Corporate Communications

Burlington Northern and Santa Fe Railway Company

Tel: (817) 867-6418

Fax: (817) 352-7925

Email: Patrick.hiatte@bnsf.com

BNSF Headquarters
BNSF Railway Company
2650 Lou Menk Dr. 2nd Floor
P.O. Box 961057
Fort Worth, TX 76161-0057
Phone: (817) 352-1000