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                                                                    EXHIBIT 10.8


                              THE INTELISPAN, INC.

                                 SEVERANCE PLAN
                                       AND
                            SUMMARY PLAN DESCRIPTION


         THIS AGREEMENT is made and entered into by Intelispan, Inc., a
Washington corporation (hereinafter the "Employer").


                                R E C I T A L S:

         WHEREAS, the Employer currently has no severance plan for its executive
         employees;

         WHEREAS, it is important to Employer that the Executive Employees
listed in the attached Exhibit A be given financial incentives to continue to
work for Employer; and

         WHEREAS, Employer desires that this plan document also serve as the
summary plan description for this severance plan.

         NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein, the following constitutes the severance plan (the
"Plan") and summary plan description thereof. The Plan shall be effective on the
Closing Date.


                                 I. DEFINITIONS

     BASE SALARY: The term "Base Salary" means the regular rate of base cash
compensation, paid to a Participant/Employee by Employer in the twelve (12)
calendar month period ending in the calendar month before the calendar month
containing the Participant's Termination Date, excluding (a) overtime pay, (b)
bonuses, (c) living or other allowances, (d) contributions to (other than
Employee salary reduction contributions to an Internal Revenue Code Section
401(k) or 125 plan maintained by Employer) and distributions from any ERISA
employee pension or welfare benefit plans maintained by Employer, (e) sick
leave, vacation leave, termination allowance, or paid time off converted to
cash, and (f) benefits payable or paid under this Plan.

         CALENDAR YEAR: The term "Calendar Year" means a period of twelve (12)
consecutive calendar months beginning January 1st and ending the following
December 31st.

         CHANGE OF CONTROL: The term "Change of Control" shall occur when any of
the following conditions have been met: (a) any person or entity other than a
current director or officer of Intelispan becomes the "beneficial owner", as
such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934,
directly or indirectly of securities of Intelispan representing 15% or more of
the combined voting power of Employer's then-outstanding securities, except that
this provision shall not apply to any public or private offering of Intelispan
common stock; (b) for each individual Participant, the individuals constituting
the Board of Directors of Intelispan ("Original
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Directors") cease for any reason to constitute a majority thereof, unless the
election or nomination for election of each new director was approved (an
"Approved Director") by the unanimous vote of a Board of Directors constituted
entirely of Original Directors and Approved Directors; (c) a tender offer or
exchange offer is completed for the ownership of securities of Intelispan
representing 20% or more of the combined voting power of Intelispan's
then-outstanding voting securities; (d) Intelispan is merged, consolidated or
enters into a reorganization transaction with another person or entity and the
result of such transaction is that less than 75% of the outstanding equity
securities of the surviving entity are then owned in the aggregate by the prior
stockholders of Intelispan; or (e) Intelispan transfers substantially all of its
assets to another person or entity that is not a wholly owned subsidiary of
Intelispan. Sales of Intelispan common stock beneficially owned or controlled by
Intelispan shall not be considered in determining whether a Change of Control
has occurred.

         CLOSING DATE: The date that this Agreement is approved by Employer's
         Board of Directors.

         EMPLOYEE: The term "Employee" means an individual employed by Employer.

         EMPLOYMENT TERM: The period of time during which the Employee has been
continuously employed with Employer, through the date of Termination;

         ERISA: The Employee Retirement Income Security Act of 1974 as amended.

         FISCAL YEAR: Each twelve (12) month period beginning January 1st and
ending the following December 31st, or such other fiscal year as may be set by
Intelispan.

         FOR CAUSE: The term "For Cause" means a termination of an Employee's
employment with Employer due to unexcused, chronic absenteeism (excluding
absenteeism for legitimate health-related reasons), intentional or gross
malpractice resulting in severe damage to Employer, or gross avoidance of job
duties.

         FULL-TIME: The term "Full-Time" means performing services at a rate
equal to or exceeding forty (40) hours per week.

         INVOLUNTARY TERMINATION OF EMPLOYMENT: The term "Involuntary
Termination of Employment" means a termination of Participant's employment with
Employer for any reason other than (a) For Cause, (b) the Participant's death,
or (c) the Participant's voluntary decision to stop working for Employer. A
Participant's employment with Employer shall be deemed to have been
involuntarily terminated if Participant stops working for Employer on a
substantially Full-Time basis within ninety (90) days following the occurrence
of any one of the following events:

         -        a reduction in the Participant's regular rate of cash
                  compensation excluding items (a-f) contained in the definition
                  of Base Salary.

         -        the assignment to Participant of any duties inconsistent in
                  any respect with Participant's position, authority, duties,
                  functions or other responsibilities as in effect immediately
                  prior to the Closing Date or any diminishment in such
                  position, authority, duties, functions or responsibilities;
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         -        Employer requiring Participant to be based at a location more
                  than 30 miles from Participant's principal office immediately
                  prior to the Closing Date;

         -        the failure to provide Participant with compensation and
                  benefit programs substantially similar to those in effect
                  immediately prior to the Closing Date, unless similar
                  reductions in such programs are made to all employees;

         -        A Change Of Control;

         -        the failure of any successor of Employer to agree to assume
                  and perform under the Plan.


         PARTICIPANT: The term "Participant" means a highly compensated and
managerial Employee of Employer who satisfies the requirements of Section 2.01.

         PLAN ADMINISTRATOR OR ADMINISTRATOR: The term "Plan Administrator" or
"Administrator" means the entity or individual identified in Section IV of this
Plan.

         TERMINATION DATE: The date an Employee/Participant ceases to be
employed by Employer.


                     II. TERMINATION ALLOWANCE PLAN BENEFITS

         2.01 An "Employee" shall be a Participant if the Employee is listed in
Exhibit A hereto, as such Exhibit may be modified from time to time by Employer;

         2.02 A Participant shall receive severance pay equal to: one (1) month
of the Base Salary if, and only if:

                  (a)     the Participant executes the release agreement
                          attached hereto as Exhibit B;

                  (b)      Participant experiences an Involuntary Termination of
                           Employment; and

                  (c)     the Participant complies with the terms of the
                          then-applicable (if any) Confidentiality Agreement
                          signed by Employee.

         2.03 A Participant eligible for the severance benefit described in
Section 2.02 above shall also:

            (a) be provided with COBRA continuation coverage for himself/herself
and his/her dependents under each medical, dental, and/or vision plan maintained
by Employer that the Participant participated in on the day before his/her
Termination Date; the entire cost of this coverage shall be paid by Employer
during the one (1) year period beginning on Participant's Termination Date;
thereafter, the Participant shall be responsible for paying all

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COBRA continuation coverage premiums; and

                  (b) accelerate the vesting of any previously granted stock
options or other stock-related rights (including ISO, NQSOs, SARs, Deferred
Stock and Restricted Stock) (collectively the "Option Compensation") that would
otherwise be vested one (1) calendar quarter after the Termination Date.

                  (c) Other terms as may be established for each individual
Participant by the Administrator.

                          III. PAYMENT OF PLAN BENEFITS

         3.01 The Section 2.02 severance pay benefit payable to a Participant
under this Plan shall be paid by Employer in one payment, the first payment to
occur within ten (10) working days of the Participant's Termination Date.
Notwithstanding the foregoing provisions of this Section 3.01, payment of a
Participant's Section 2.02 benefit shall not be made if at the time of the
payment is due the Participant is in breach of the covenant described in Section
2.02(c) above.

         3.02 The Section 2.03 benefit payable to a Participant under this Plan
shall be paid by Employer in two (2) approximately equal payments, the first
payment to occur within thirty (30) working days of the Participant's
Termination Date. The second payment shall occur within five (5) working days
after the second payment made under Section 3.01, above; Notwithstanding the
foregoing provisions of this Section 3.02, payment of a Participant's Section
2.02 benefit shall not be made if at the time of the payment is due the
Participant is in breach of the covenant described in Section 2.02. Nothing
herein shall limit Employer's remedies or rights for Participant's breach of
such covenant.


                             IV. PLAN ADMINISTRATION

         4.01 The Plan Administrator shall be the person serving as the
President of Employer. The Employer's Board of Directors may remove and replace
the individual serving as the Plan Administrator. The primary responsibility of
the Plan Administrator is to administer the Plan for the exclusive benefit of
Participants subject to the specific terms of the Plan. The Plan Administrator
shall administer the Plan, shall construe the Plan, and shall determine all
factual and nonfactual questions of interpretation or policy in a manner not
inconsistent with the Plan. The Plan Administrator's construction or
determination shall be final and conclusive on all parties. The Plan
Administrator may delegate to any other person or organizations any of its
powers or duties with respect to the operation of the Plan.

         The Plan Administrator may correct any defect, supply any omission, or
reconcile any inconsistency in the manner and to the extent necessary or
advisable to carry out the purpose of the Plan. The Plan Administrator may
change or waive any requirements of the Plan to conform with the law. The Plan
Administrator shall have all powers necessary or appropriate to accomplish the
Administrator's duties under the Plan.
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         The Plan Administrator's duties shall include, but not be limited to,
the following:

                  (a) Determining all factual and nonfactual questions relating
         to the eligibility of an Eligible Employee employed by Employer to (1)
         be and remain a Participant in the Plan, and (2) receive Plan benefits;

                  (b) Computing the amount of benefits, if any, to which any
         Participant is entitled under the Plan; and

                  (c) Informing and assisting any Participant regarding any
         rights, benefits, or elections available under the Plan.


                                  V. PLAN YEAR

      The Plan Year of the Plan shall be the Fiscal Year. The Plan shall be
in existence until all Plan benefits are paid to the Participants.


                      VI. AMENDMENT OR TERMINATION OF PLAN

         6.01 AMENDMENT OF PLAN. Employer's Board of Directors, or its designee
who shall be Employer's President, has the power at any time or times, to adopt
one or more written amendments to this Plan provided such amendment does not,
without each affected Participant's written consent, limit, reduce, or remove
the level of benefits payable or the individuals eligible for benefits
hereunder.

         6.02 TERMINATION OF PLAN. The Plan has been established with the
intention and expectation that it will continue until all Plan benefits are paid
to Plan Participants.


                          VII. BENEFIT CLAIMS PROCEDURE

         7.01 CLAIMS FOR BENEFITS. Any claim for benefits under the Plan shall
be made in writing to the Plan Administrator. If such claim for benefits is
wholly or partially denied, the Plan Administrator shall, within ninety (90)
days after receipt of the claim, notify the claimant of the denial of the claim.
Such notice of denial (a) shall be in writing, (b) shall be written in a manner
calculated to be understood by the claimant, and (c) shall contain (1) the
specific reason or reasons for denial of the claim, (2) a specific reference to
the pertinent Plan provisions upon which the denial is based, (3) a description
of any additional material or information necessary to perfect the claim, along
with an explanation of why such material or information is necessary, and (4) an
explanation of the claim review procedure. The ninety (90) day period may, under
special circumstances, be extended up to an additional ninety (90) days upon
written notice of such extension to the claimant which notice shall specify the
extraordinary circumstances and the extended date of the decision. Notice of
extension must be given prior to expiration of the initial ninety day period. If
no notice of decision is given within the applicable ninety (90) or one hundred
eighty (180) day
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review period, the claim shall, on the last day of the applicable period, be
deemed to have been denied and the claimant may file a request for review as
provided in the next paragraph.

         7.02 REQUEST FOR REVIEW OF DENIAL. Within sixty (60) days after the
receipt of the decision denying a claim (or the occurrence of the date that a
claim is deemed denied) by the claimant, the claimant may file a written request
with the Plan Administrator that it conduct a full and fair review of the denial
of the claim for benefits. The claimant or his duly authorized representative
may review pertinent documents and submit issues and comments in writing to the
Administrator in connection with the review.

         7.03 DECISION ON REVIEW OF DENIAL. The Plan Administrator shall deliver
to the claimant a written decision on the review of the denial within sixty (60)
days after the receipt of the aforesaid request for review, except that if there
are special circumstances (such as the need to hold a hearing, if necessary)
which require an extension of time for processing, the aforesaid sixty (60) day
period shall, upon written notice to the claimant be extended an additional
sixty (60) days. Such decision shall (a) be written in a manner calculated to be
understood by the claimant, (b) include the specific reason or reasons for the
decision, and (c) contain a specific reference to the pertinent Plan provisions
upon which the decision is based. If the decision on review is not delivered to
the claimant within the applicable sixty (60) or one hundred twenty (120) day
review period, the claim shall be considered denied on the last day of the
applicable review period.

         7.04 NOTICE OF TIME LIMITS. Upon a claimant filing a claim the Plan
Administrator shall notify the claimant of the claim and review procedure
including the time periods involved.


                             VIII. ERISA INFORMATION

         8.01     The name of the Plan is:

                           The Intelispan, Inc. Severance Plan.

         8.02 The name, address, and telephone number of the Plan sponsor are:

                  (a)      Name:    Intelispan, Inc.

                  (b)      Address: 8220 E. Gelding Drive
                              Scottsdale, AZ 85260

                  (c)      Telephone Number:  (602) 443-3999

         8.03 The Employer Identification Number assigned by the Internal
Revenue Service to the Plan sponsor and the identification number assigned to
the Plan are:

                  (a)     The Employer I.D. number for Employer is -
                          ___________.

                  (b) The Plan identification number is 50 - _______.
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         8.04 The Plan is a welfare benefit plan administered by the Plan
Administrator whose business address and phone number is the same as that of
Employer. The individual initially serving as the Plan Administrator is the
individual employed as President of Employer.

         8.05 The agent for service of legal process is Employer and the Plan
Administrator.

         8.06 Plan benefits will be paid out of Employer's general assets.


                         IX. PARTICIPANTS' ERISA RIGHTS

         9.01 A Participant is entitled to certain rights and protections under
the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that
Participants shall be entitled to:

              (a) Examine, without charge, at the Plan Administrator's office,
all Plan documents, and copies of all documents filed by the Plan with U.S.
Dept. of Labor, such as detailed annual reports and Plan descriptions; and

              (b) Obtain copies of all documents and other information directly
relating to the Plan upon written request to the Plan Administrator which may
charge a reasonable amount for the copies.

         9.02 In addition to creating rights for participants in the Plan, ERISA
also imposes responsibilities upon the people who are responsible for the
operation of the Plan.

              (a) The people who operate the Plan, called "fiduciaries" of the
         Plan, have a duty to do so prudently and in the interest of a
         Participant.

              (b) No one, including Employer, or any person, may discharge a
         Participant or otherwise discriminate against a Participant in any way
         to prevent him or her from obtaining a benefit or exercising his or her
         rights under ERISA.

              (c) If a Participant's claim for a benefit is denied in whole or
         in part, he or she must receive a written explanation of the reason for
         the denial.

              (d) A Participant has the right to have the Plan Administrator
         review and reconsider his or her claim.

         9.03 Under ERISA, there are steps a Participant can take to enforce the
above rights.

              (a) For instance, if a Participant requests materials from the
         Plan and if he or she does not receive them within 30 days, a
         Participant may file suit in federal court. In such a case, the court
         may require the Plan Administrator to provide the materials and pay the
         Participant up to $100 a day until he or she receives the materials,
         unless the materials were not sent to the Participant for reasons
         beyond the control of the Plan Administrator.
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              (b) If a Participant has a claim for benefits which is denied or
         ignored, in whole or in part, he or she may file suit in a state or
         federal court.

              (c) If it should happen that the Plan's fiduciaries misuse the
         Plan's money, or if a Participant is discriminated against for
         asserting his or her rights, he or she may seek assistance from the
         U.S. Dept. of Labor, or he or she may file a suit in Federal court. The
         court will decide who should pay court costs and fees. If the
         Participant loses, the court may order him or her to pay these costs
         and fees, for example, if it finds the Participant's claim is
         frivolous.

         9.04 If a Participant has any questions about the Plan, he or she
should contact Employer's Human Resources Department. If a Participant has any
questions about this Article IX or his or her rights under ERISA, he or she
should contact the nearest Area Office of the Pension and Welfare Benefits
Administration, U.S. Department of Labor, listed in the telephone directory as
the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits
Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.,
Washington, D.C. 20210.


                        X. STATUS OF EMPLOYMENT RELATIONS

         The adoption and maintenance of the Plan shall not be deemed (a) to
give to any Eligible Employee the right to be retained in the employ of
Employer; (b) to affect the right of Employer to discipline or discharge any
Eligible Employee at any time; (c) to give Employer the right to require any
Eligible Employee to remain in its employ; or (d) to affect any Eligible
Employee's right to terminate his or her employment at any time.


                               XI. NO PLAN ASSETS

         All benefits under this Plan shall remain for all purposes solely a
general, unpledged, unrestricted asset and right of Employer (without being
restricted to the provision of Plan benefits) and no person other than Employer
shall, by virtue of the Plan's provisions, have any interest in such asset.
Title to and beneficial ownership of any Plan assets shall at all times remain
in Employer and Eligible Employees and Participants shall not have any property
interest whatsoever in any assets of Employer.


             XII. RESPONSIBILITY AND INDEMNIFICATION OF FIDUCIARIES

         12.01 The Plan Administrator and the Employer's Board of Directors
shall be free from all liability for their acts and conduct in the
administration of the Plan except for acts of willful misconduct; provided,
however, that the foregoing shall not relieve any of them from any
responsibility or liability for any responsibility, obligation, or duty that
they may have pursuant to ERISA.

         12.02 To the extent the Plan Administrator or Employer's Board of
Directors is not insured by any insurance company pursuant to provisions of any
applicable insurance policy, Employer
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shall indemnify and hold harmless the Plan Administrator and the Employer's
Board of Directors from any and all claims, losses, damages, expenses and
liabilities (including court costs and attorneys' fees) arising from any act of
commission or omission that may be brought by Employer's employees, Participants
or their beneficiaries or legal representatives, or by any other person,
corporation, entity, government or agency thereof, provided, however, that such
indemnification shall not apply to any such person for such person's acts of
gross negligence or willful misconduct in connection with the Plan. For purposes
of this provision the Plan Administrator and Employer's Board of Directors shall
not be deemed covered by insurance if an insurance company asserts any right
against them by virtue of the insurance company's subrogation rights.


                              XIII. APPLICABLE LAW

         The Plan shall be construed, regulated, interpreted, and administered
under and in accordance with the laws of the State of Arizona, except to the
extent such laws are preempted by ERISA.


                              XIV. ANTI-ALIENATION

         A Participant's rights to benefits under the Plan are not subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of a Participant or a
Participant's beneficiary.


                                  XV. HEADINGS

         The section and subsection headings are contained herein for
convenience only and shall not affect the construction hereof.


                             XVI. UNFUNDED BENEFITS

         A Participant's rights to Plan benefits represent rights of only a
general unsecured creditor of Employer. The Plan constitutes a mere promise by
Employer to make benefit payments in the future if, and only if, an Eligible
Employee becomes a Participant. It is the intention of Employer that the Plan
and Trust be unfunded for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974.


                                 XVII. PRONOUNS

         When necessary to the meaning hereof, either the masculine or the
neuter pronoun shall be deemed to include the masculine, the feminine, and the
neuter, and the singular shall be deemed to include the plural.
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                           XVIII. INVALIDITY PROVISION

         The invalidity or unenforceability of any provision, or any part
thereof, of this Plan shall not affect the validity of the remaining portions of
this Plan and this Plan shall be continued in all respects as if such invalid or
unenforceable provision were omitted.


        IN WITNESS WHEREOF, Employer has caused this Plan to be executed this
28th day of September, 1998.

                        EMPLOYER:

                        INTELISPAN, INC.

                            /s/ James D. Shook
                        ----------------------------------

                        By James D. Shook
                        Its Secretary
                        Pursuant to Board Resolution Dated September 18, 1998


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                                    EXHIBIT A

                               ELIGIBLE EMPLOYEES


1.       Ronald Loback

2.       J. Dale Belt

3.       James D. Shook