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                                                                    Exhibit 10.2


                                     FORM OF
                                  ZENGINE, INC.
                        2000 EMPLOYEE STOCK PURCHASE PLAN


                                    ARTICLE I
                              ESTABLISHMENT OF PLAN

         Zengine, Inc. ("Company") hereby establishes this 2000 Employee Stock
Purchase Plan (the "Plan") on the terms and conditions hereinafter set forth.
The Company intends that this Plan shall qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986 (the "Code")
(including any future amendments or replacements of such section), and the Plan
shall be so construed. Any term not expressly defined in the Plan but defined
for purposes of Section 423 of the Code shall have the same definition herein.

                                   ARTICLE II
                                     PURPOSE

         The Plan is established to provide eligible employees of the Company
and any current or future subsidiary corporation(s) of the Company (collectively
referred to as the "Company") with an opportunity through payroll deductions to
acquire a proprietary interest in the Company by the purchase of common stock,
no par value per share of the Company ("Common Stock"). For purposes of this
Plan, subsidiary corporation shall be as defined in Sections 424(f) of the Code.
Because a participant in the Plan (a "Participant") may withdraw the
Participant's accumulated payroll deductions and terminate participation in the
Plan at any time during an Offering Period as defined below, the Participant is,
in effect, given an option which may or may not be exercised during any Offering
Period.

                                   ARTICLE III
                           SHARES SUBJECT TO THE PLAN

         The number of shares which may be issued under this Plan shall be
________ (the "Shares"); and such Shares may be authorized but unissued shares
of Common Stock or shares of Common Stock reacquired by the Company from
stockholders of the Company in public or private transactions. In the event that
any option granted under the Plan (an "Option") for any reason expires or is
terminated, the Shares allocable to the unexercised portion of such Option may
again be the subject of an Option.

                                   ARTICLE IV
                                 ADMINISTRATION

         The Plan shall be administered by a duly appointed committee of the
Board of directors of the Company having such powers as shall be specified by
the Board ("Committee"). All


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questions of interpretation of the Plan or of any Options shall be determined by
the Committee and shall be final and binding upon all persons having an interest
in the Plan and/or any Option, unless otherwise determined by the Board. Subject
to the provisions of the Plan, the Committee shall determine all of the relevant
terms and conditions of Options granted pursuant to the Plan; provided, however,
that all Participants granted Options pursuant to the Plan shall have the same
rights and privileges within the meaning of Section 423(b)(5) of the Code. No
member of the Board of Directors or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any Option
granted under it. All expenses incurred in connection with the administration of
the Plan shall be held by the Company.

                                    ARTICLE V
                                   ELIGIBILITY

         Any employee of the Company who is employed by the Company for at least
twenty (20) hours per week on a regular basis is eligible to participate in the
Plan, provided that employees who own or hold options to purchase or who, as a
result of participation in this Plan, would own or hold options to purchase
stock of the Company possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company within the meaning
of Section 423(b)(3) of the Code shall not be eligible to participate in the
Plan.

                                   ARTICLE VI
                                 OFFERING DATES

         (a) INDIVIDUAL OFFERING PERIODS. The Committee may establish up to two
Offering Periods during which payroll deductions will be accumulated under the
Plan during any calendar year, provided, however, that there may be only one
Offering Period outstanding at any one time. The Committee shall announce an
Offering Period by taking actions reasonably expected to notify all employees of
the Offering Period. Each Offering Period shall include only regular paydays
falling within it.

         (b) GOVERNMENTAL APPROVAL; STOCKHOLDER APPROVAL. Notwithstanding any
other provision to the contrary, any Option granted pursuant to the Plan shall
be subject, in addition to the requirements specified in Article XX, to (i)
obtaining all necessary governmental approvals and/or qualifications of the sale
and/or issuance of the Options and/or Shares, and (ii) in the case of Options
relating to an Offering Period after an amendment to the Plan, obtaining any
necessary approval of the stockholders of the Company required by Article XIX.

                                   ARTICLE VII
                            PARTICIPATION IN THE PLAN

         (a) INITIAL PARTICIPATION. An eligible employee shall become a
Participant in an Offering Period after satisfying the eligibility requirements
by delivering to the Company's Human Resources Department a subscription
agreement authorizing payroll deductions not less than ten (10) business days
prior to such Offering Period. An eligible employee who does not


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deliver a subscription agreement to the Company's Human Resources Department ten
(10) business days prior to an Offering Period after becoming eligible to
participate in the Plan shall not participate in the Plan for that Offering
Period or for any subsequent Offering Period unless such employee subsequently
enrolls in the Plan by filing the subscription agreement with the Company at
least ten (10) business days prior to a subsequent Offering Period.

         (b) CONTINUED PARTICIPATION. A Participant shall automatically
participate in each successive Offering Period until such time as such
Participant withdraws from the Plan pursuant to Article XII. A Participant is
not required to file any additional subscription agreements for subsequent
Offering Periods in order to continue participation in the Plan. A Participant
may not concurrently participate in more than one Offering Period.

                                  ARTICLE VIII
                                 PURCHASE PRICE

         (a) PURCHASE PRICE. The purchase price at which Shares shall be sold in
any Offering Period under the Plan shall be set by the Committee; provided,
however, that the purchase price shall not be less than eighty-five percent
(85%) of the lesser of (a) the fair market value of the Shares on the first
business day in the Offering Period, or (b) the fair market value of the Shares
on the last business day of such Offering Period. Unless otherwise provided by
the Committee prior to the commencement of an Offering Period, the purchase
price for the Offering Period shall be eighty-five percent (85%) of the lesser
of (a) the fair market value of the Shares on the first business day in the
Offering Period or (b) the fair market value of the Shares on the last business
day of such Offering Period.

         (b) FAIR MARKET VALUE. The fair market value of a Share shall be the
closing sale price on the date in question of a share of Common Stock on the
principal United States securities exchange registered under the Securities
Exchange Act of 1934 on which such stock is listed, or, if such stock is not
listed on any such exchange, the highest closing bid quotation with respect to a
share of such stock on the date in question on the National Association of
Securities Dealers Automated Quotation System or any system then in use, or if
no such quotations are available, the fair market value on the date in question
of a Share shall be as determined by the Committee in good faith.

                                   ARTICLE IX
                  PAYMENT OF PURCHASE PRICE; PAYROLL DEDUCTIONS

         (a) ACCUMULATION OF PAYROLL DEDUCTIONS. The purchase price of the
Shares shall be accumulated by payroll deductions over the Offering Period.
Deductions made from the Participant's pay on each payday during the Offering
Period shall not be less than one percent (1%) nor more than fifteen percent
(15%) of the Participant's total compensation for that pay period. Total
compensation means total taxable compensation paid to an employee and reflected
on of such employee's Internal Revenue Service Form W-2, as prepared by the
Company, including salary, commissions, bonuses, overtime pay, shift
differentials, vacation pay and


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holiday pay, and shall also include any contributions made by the Company on
behalf of an employee pursuant to a salary deferral agreement pursuant to Code
Section 401 and/or Code Section 125. Payroll deductions shall commence on the
first payday during the Offering Period and shall continue to the end of the
Offering Period unless sooner altered or terminated as provided in the Plan.

         (b) CHANGE IN PAYROLL DEDUCTION RATE. A Participant may not decrease or
increase the rate of payroll deductions during an Offering Period. A Participant
may increase or decrease the rate of payroll deductions for any subsequent
Offering Period by filing with the Company a new authorization for payroll
deductions not less than ten (10) business days prior to such subsequent
Offering Period.

         (c) PARTICIPANT ACCOUNTS. Individual accounts shall be maintained for
each Participant in the Plan. All payroll deductions made for a Participant
shall be credited to the Participant's account under the Plan and shall be
deposited with the general funds of the Company. No interest shall be paid on,
or added to, such amounts. All payroll deductions received or held by the
Company may be used by the Company for any corporate purpose.

                                    ARTICLE X
                               PURCHASE OF SHARES

         (a) PURCHASE. On the last business day of an Offering Period, a
Participant shall automatically purchase, subject to the limitations in Article
X(b) and X(c) below, that number of Shares, including fractional Shares, that
can be acquired based on funds credited to the Participant's account pursuant to
Article IX(c) at the purchase price established for the Offering Period pursuant
to Article VIII. No Shares shall be purchased on behalf of a Participant whose
participation in the Plan has terminated prior to the last day of the Offering
Period.

         (b) SHARE LIMITATION. The maximum number of Shares which a Participant
may purchase in each Offering Period shall be that number of Shares arrived at
by dividing the total amount of the Participant's expected payroll deductions
during the Offering Period by the purchase price of the shares as shall be set
by the Committee pursuant to Article VIII hereof.

         (c) FAIR MARKET VALUE LIMITATION. No Participant shall be granted an
Option which permits his or her rights to purchase shares of Common Stock under
this Plan and any similar plans of the Company to accrue at a rate which exceeds
$25,000 of fair market value of such shares (determined at the time such Option
is granted) for each calendar year in which such Option is outstanding at any
time, as determined in accordance with Section 423(b)(8) of the Code.

         (d) RIGHTS AS A STOCKHOLDER AND EMPLOYEE. A Participant shall have no
rights as a stockholder by virtue of the Participant's participation in the Plan
until shares are purchased and recorded to a Participant's account pursuant to
the exercise of the Participant's Option. Unless otherwise determined by the
Committee, no adjustment shall be made for dividends or


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distributions or other rights for which the record date is prior to the date
such stock is purchased. Nothing herein shall confer upon a Participant any
right to continue in the employ of the Company or interfere in any way with any
right of the Company to terminate the Participant's employment at any time.

                                   ARTICLE XI
                                     LEGENDS

         Any certificate representing any Shares issued hereunder shall have
endorsed thereon such legends as may be designated by the Company.

                                   ARTICLE XII
                                   WITHDRAWAL

         (a) NOTICE OF WITHDRAWAL. A Participant may withdraw from the Plan by
signing and delivering to the Company's Human Resources Department a written
notice of withdrawal on a form provided by the Company for such purpose. Such
withdrawal may be elected at any time prior to the end of an Offering Period.

         (b) RETURN OF PAYROLL DEDUCTIONS; SUBSEQUENT PARTICIPANT. Upon
withdrawal from the Plan, the withdrawn Participant's accumulated payroll
deductions shall be returned to the Participant and the Participant's interest
in the Plan shall terminate. In the event a Participant voluntarily elects to
withdraw from the Plan, the Participant may not resume participation in the Plan
during the same Offering Period, but may participate in any succeeding Offering
Period under the Plan by filing a new authorization for payroll deductions in
the same manner as set forth above for initial participation in the Plan.

         (c) ISSUANCE OF SHARE CERTIFICATES. A Participant may withdraw any
number of whole Shares held in the Plan at any time by notifying the Company's
Human Resources Department, in writing. The transfer agent will issue the
Participant a certificate for the number of whole Shares requested, and will
retain any whole or fractional Shares in the Participant's account in the Plan
if the Participant continues participation in the Plan. If a Participant makes a
complete withdrawal from the Plan, the transfer agent will issue the Participant
a share certificate for all whole Shares held in a Participant's account and
remit any fractional share interest in cash.

                                  ARTICLE XIII
                            TERMINATION OF EMPLOYMENT

         Termination of a Participant's employment with the Company for any
reason, including retirement or death or the failure of a Participant to remain
an eligible employee, shall terminate the Participant's participation in the
Plan immediately. In such event, the payroll deductions credited to the
Participant's account shall be returned to the Participant or, in the case of
the Participant's death, to the Participant's legal representative, and all
rights under the Plan shall


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terminate. A Participant whose participation has been so terminated may again
become eligible to participate in the Plan by again satisfying the requirements
of Article V.

                                   ARTICLE XIV
                         REPAYMENT OF PAYROLL DEDUCTIONS

         In the event a Participant's interest in the Plan is terminated, the
Company shall promptly deliver to the Participant the payroll deductions,
without interest, credited to the Participant's account.

                                   ARTICLE XV
                                 CAPITAL CHANGES

         In the event of changes in the Common Stock of the Company due to stock
dividends or other changes in capitalization, or in the event of any merger,
sale or any other reorganization, appropriate adjustments shall be made by the
Company in the Shares subject to purchase and in the purchase price per share.

                                   ARTICLE XVI
                                NONASSIGNABILITY

         Only the Participant may elect to exercise the Participant's Option by
continuing participation in the Plan, and no rights or accumulated payroll
deductions of any Participant under the Plan may be pledged, assigned or
transferred for any reason and any such attempt may be treated by the Company as
an election by the Participant to withdraw from the Plan.

                                  ARTICLE XVII
                                     REPORTS

         Each Participant shall receive promptly after the last day of each
Offering Period a report of the Participant's account setting forth the total
payroll deductions accumulated, the number of Shares purchased and the remaining
cash balance, if any, to be refunded or applied to a succeeding Offering Period
pursuant to Article X(a).

                                  ARTICLE XVIII
                                    PLAN TERM

         This Plan will continue until terminated by the Board or until all of
the Shares reserved for issuance under the Plan have been issued, whichever
shall first occur.


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                                   ARTICLE XIX
                      AMENDMENT OR TERMINATION OF THE PLAN

         The Board may at any time amend or terminate the Plan, except that such
termination cannot affect Options previously granted under the Plan, nor may any
amendment make any change in an Option previously granted which would adversely
affect the right of any Participant, nor may any amendment be made without
approval of the stockholders of the Company within twelve (12) months of the
adoption of such amendment if such amendment would authorize the sale of more
shares than are authorized for issuanc under the Plan or would change the
designation of corporations whose employees may be offered Options under the
Plan. Notwithstanding any other provision of the Plan to the contrary, in the
event of an amendment to the Plan which affects the rights or privileges of
Options to be offered under the Plan, each Participant with an outstanding
Option shall have the right to exercise such outstanding Option on the effective
date of the amendment and to participate in the Plan for the remaining term of
such outstanding Option pursuant to the terms and conditions of the Plan as
amended. If in accordance with the preceding sentence a Participant elects to
exercise such outstanding Option and to commence participation in the Plan as
amended on the effective date of such amendment, the Participant shall be deemed
to have received a new Option on such effective date.

                                   ARTICLE XX
                            APPROVAL OF STOCKHOLDERS

         This Plan shall be subject to approval by the holders of the Common
Stock of the Company at a duly called meeting of stockholders, which approval
must occur within the period ending twelve (12) months after the date on which
this Plan was adopted by the Board of Directors. In the event that the approval
of the stockholders is not received before the last day of the first Offering
Period, any and all Options granted on the first business day of the first
Offering Period shall be rescinded, and th Company shall promptly refund the
balance of each participating eligible employee's deductions, as provided
herein.

                                   ARTICLE XXI
                                  GOVERNING LAW

         To the extent not governed by federal law, this Plan shall be construed
under the laws of the state of California.