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                                                                  EXHIBIT 10.4.4


March 5, 2003

Alan Prenoveau



Dear Alan:
                  RE:  AMENDMENT TO EMPLOYMENT AGREEMENT

We refer to (i) the employment agreement (the "Agreement") dated July 25, 2000,
between 724 Solutions Software Inc. (formerly, Tantau Software Inc., "724") and
you, Alan Prenoveau, as amended on November 22, 2000, and (ii) the agreement
(the "Stay Put Agreement") dated January 15, 2002 between 724 and you. 724
desires and you have agreed to make certain amendments to the Agreement and to
terminate the Stay Put Agreement, on the terms and conditions set forth in this
letter agreement.

In consideration of the foregoing and the mutual agreements contained herein
(the receipt and adequacy of which are acknowledged), we and you agree as
follows:

     1.   Your current position with 724 is Senior Vice-President, MNO
          Consulting & Delivery services.

     2.   The second paragraph of the Agreement commencing with the words "Your
          compensation..." is hereby deleted and replaced with the following
          paragraph:

                  "Your salary will be USD $180,000 per annum. You shall be
                  eligible to participate in an annual incentive bonus program,
                  on such terms as may be determined by 724 Solutions in its
                  discretion from time to time."

     3.   The fourth paragraph of the Agreement commencing with the words "If
          you accept this offer..." is hereby deleted and replaced with the
          following:

         "TERMINATION

                  (a)      TERMINATION OF EMPLOYMENT. Neither 724 nor you makes
                           any representation to the other that employment will
                           continue for a set period of time or that employment
                           will be terminated only under particular
                           circumstances. Both 724 and you may terminate your
                           employment at any time or for any reason, subject to
                           the provisions of this agreement.

                  (b)      TERMINATION OBLIGATIONS.  You agree as follows:

                           (i)      All property, including, without limitation,
                                    all equipment, tangible proprietary
                                    information (including confidential data),
                                    documents, books, records, reports, notes,
                                    contracts, lists, computer disks (and other
                                    computer-generated files and data), and
                                    copies thereof, created on any medium and
                                    furnished to, obtained by, or prepared


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                                    by you in the course of or incident to his
                                    employment, belongs to 724 or its affiliates
                                    and shall be returned promptly to 724 upon
                                    termination of your employment by either
                                    724, for any reason (and whether for Cause
                                    or not), or you.

                           (ii)     All benefits to which you are otherwise
                                    entitled shall cease upon your termination
                                    for any reason (and whether for Cause or
                                    not), unless explicitly continued either
                                    under this agreement, under any specific
                                    written policy or benefit plan of 724 or its
                                    affiliates, or as may be required by
                                    statute.

                           (iii)    Upon termination of employment for any
                                    reason (and whether for Cause or not) under
                                    this agreement, you shall be deemed to have
                                    resigned from all offices and directorships
                                    then held with 724 or any subsidiary. You
                                    shall sign any document or do such things
                                    that are reasonably required by 724 to give
                                    effect to any such resignation. Should you
                                    fail to do so, any director of 724 is hereby
                                    irrevocably authorized in your name and on
                                    his behalf to sign any document or do any
                                    thing that is required to give effect
                                    thereto.

                           (iv)     Your obligations under this section
                                    "Termination" shall survive the termination
                                    of this agreement and the termination of
                                    employment for any reason (and whether for
                                    Cause or not).

                           (v)      Following any voluntary termination of
                                    employment or termination for Good Reason by
                                    you, you shall, where reasonably requested
                                    by 724, reasonably cooperate with 724 for a
                                    reasonable period of time after such
                                    termination of employment in the orderly
                                    transition of duties and work assignments to
                                    other employees of 724 and its affiliates,
                                    provided that 724 continues to pay you
                                    compensation on a per diem basis, at a rate
                                    equal to your base salary in effect at your
                                    date of termination, during any such
                                    reasonable period of time that your
                                    cooperation is requested. You shall also
                                    reasonably cooperate, at 724's expense, in
                                    the defense of any action brought by any
                                    third party against 724 and its affiliates
                                    that relates in any way to your acts or
                                    omissions while employed by 724 and its
                                    affiliates.

                  (c)      TERMINATION UPON DEATH. If you die during your
                           employment, this agreement shall automatically
                           terminate.

                  (d)      TERMINATION UPON DISABILITY. If during your
                           employment, you shall become physically or mentally
                           incapacitated and as a result thereof you are unable
                           to perform the essential functions of your position
                           with or without a reasonable accommodation, for a
                           continuous period of more than 120 days, then 724 and
                           you specifically agree that this agreement has been
                           frustrated, and therefore 724 is entitled to
                           terminate your


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                           employment on one month's notice or grant you one
                           month's salary in LIEU of notice.

                  (e)      TERMINATION OF EMPLOYMENT TERM WITHOUT CAUSE. Subject
                           to Section (g), 724 reserves the right to terminate
                           your employment without Cause at any time upon paying
                           to the you a lump sum amount (the "Severance Amount")
                           equal to the sum of the following:

                           (i)      nine (9) months of your then current base
                                    salary; and

                           (ii)     the product of nine (9) multiplied by your
                                    Average Monthly Bonus,

                           in each case, less statutory deductions and
                           withholdings, which amount the parties agree is
                           pay-in-lieu of reasonable notice. You agree to
                           release 724 and its affiliates from any action, cause
                           of action, claim or demand against 724 or any other
                           person, which may arise as a consequence of such
                           termination and to sign a waiver and release to this
                           effect in a form satisfactory to 724 as a condition
                           to receiving payment under this Section (e). For
                           purposes of this agreement, "Average Monthly Bonus"
                           means an amount equal to the quotient obtained by
                           dividing the total amount of bonus earned by you in
                           the twelve (12) months immediately prior to the date
                           of your termination by twelve (12).

                  (f)      TERMINATION FOR GOOD REASON. You may terminate your
                           employment for Good Reason at any time. Upon such
                           termination for Good Reason, 724 shall pay you the
                           Severance Amount. You agrees to release 724 and its
                           affiliates from any action, cause of action, claim or
                           demand against 724 or any other person, which may
                           arise as a consequence of such termination and to
                           sign a waiver and release to this effect in a form
                           satisfactory to 724 as a condition to receiving
                           payment under this Section (f). For purposes of this
                           agreement, "Good Reason" will exist at any time
                           following the occurrence of one or more of the
                           following events without your written consent:

                           (i)      subject to Section (g), the assignment to
                                    you of any duties materially inconsistent
                                    with your position, authority, duties or
                                    responsibilities pursuant to this agreement
                                    or any other action by 724 that results in a
                                    material diminution in such position,
                                    authority, duties or responsibilities;

                           (ii)     a reduction in your compensation and
                                    benefits as set forth in this agreement; or

                           (iii)    relocation, without your consent of your
                                    place of employment by more than fifty (50)
                                    miles;


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                           provided, however, that you shall not terminate your
                           employment hereunder unless you first give notice of
                           your intention to terminate and the grounds for such
                           termination, and 724 has not, within thirty (30) days
                           following receipt of such notice, cured such Good
                           Reason.

                  (g)      SPECIAL CONSIDERATIONS ON CHANGE OF CONTROL.
                           Notwithstanding Section (e) and Section (f)(i), you
                           acknowledge and agree that if a Change of Control has
                           occurred, and in connection with that Change of
                           Control, (i) the acquirer (or its affiliate) offers
                           you employment or continues your employment in a
                           position that is, when taken as a whole, comparable
                           in all significant respects to your position,
                           authority, duties and responsibilities with 724 prior
                           to such Change of Control (it being understood that
                           your title, reporting relationship, responsibilities
                           or authority may change as a result of the Change of
                           Control), and (ii) your employment is not terminated
                           by the acquirer (or its affiliate) within twelve (12)
                           months of the Change of Control, then 724 shall not
                           be obligated to pay you the Severance Amount. For
                           purposes of the foregoing, "Change of Control" means
                           any one person, corporation or other entity acquires
                           directly or indirectly (i) 50% or more of 724's
                           voting securities, or (ii) all or substantially all
                           of 724's assets.

                  (h)      TERMINATION OF EMPLOYMENT TERM FOR CAUSE. 724 may at
                           any time and without notice immediately terminate
                           your employment for Cause and you shall have no right
                           to receive any compensation or benefit hereunder
                           (with the exception of compensation earned but unpaid
                           as of the termination date). For purposes of this
                           agreement, "Cause" will exist at any time following
                           the occurrence of one or more of the following
                           events:

                           (i)      any willful act of personal dishonesty,
                                    fraud or misrepresentation taken by you in
                                    connection with his responsibilities as an
                                    employee which was intended to result in
                                    your substantial gain or personal enrichment
                                    at the expense of 724 or its affiliates;

                           (ii)     your conviction of a felony (other than
                                    driving-related offenses), or the equivalent
                                    in a jurisdiction other than the United
                                    States, on account of any act which was
                                    materially injurious to 724 or any of its
                                    affiliates, or the reputation of 724 or any
                                    of its affiliates, as reasonably determined
                                    by the Board of Directors of 724;

                           (iii)    your willful and continued failure to
                                    substantially perform your principal duties
                                    and obligations of employment (other than
                                    any such failure resulting from incapacity
                                    due to physical or mental illness;

provided, that for purposes of this Section (g), no act or failure to act shall
be considered "willful" unless done or omitted to be done by you in bad faith
and without reasonable belief that the act or omission was in or not opposed to
the best interests of 724; provided, further, that 724

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shall not terminate your employment under clause (iii) of this Section (g)
unless 724 first gives notice of its intention to terminate and the grounds for
such termination, and you have not, within thirty (30) days following receipt of
such notice, cured such failure.

                  (i)      VOLUNTARY TERMINATION PERIOD. you may terminate this
                           agreement upon giving of 12 weeks' prior notice to
                           724 (or such lesser period of time as the parties may
                           agree upon), in which case this agreement shall
                           terminate at the expiration of such 12 week period
                           without any other notice or any payment of salary or
                           benefit plan contributions subsequent to the
                           termination of this agreement.

                  (j)      REPAYMENT OF BONUSES AND OTHER ADVANCES. You agree to
                           permit 724 or its affiliates to deduct the amount of
                           any advanced bonuses or other monies advanced to you
                           during your employment and so designated as advanced
                           amounts, from any compensation due you under this
                           Section "Termination".

                  (k)      TREATMENT OF STOCK OPTIONS, RESTRICTED STOCK AND
                           OTHER SECURITIES. Notwithstanding any other
                           provisions of this agreement, upon any termination of
                           you for any reason and whether for Cause or not, any
                           options, restricted stock or other securities held by
                           you but subject to vesting which is contingent upon
                           continued employment with 724 or its affiliates shall
                           be governed by the provisions of the applicable stock
                           plans and repurchase and award agreements."

     4.   724 and you agree that the Stay Put agreement is hereby terminated
          effective on the date of this letter agreement and that neither party
          shall have any further obligations thereunder.

On and after this date, each reference in the Agreement to "this agreement"
shall mean and be a reference to the Agreement as amended by this letter
agreement. Except as specifically amended by this letter agreement, the
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.

This letter agreement shall be governed by and interpreted and enforced in
accordance with the laws of Texas.

Please sign and date this letter in the space provided below to confirm the
mutual agreements set forth above.


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Yours very truly,

724 SOLUTIONS INC.



By:       /s/ Glenn Barrett
          ----------------------------------------------
          Name: Glenn Barrett




ACCEPTED AND AGREED.


          /s/ Alan Prenoveau
          ----------------------------------------------
          Alan Prenoveau



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                                                               November 22, 2000


Alan Prenoveau
c/o TANTAU Software, Inc.
1195 Freedom Drive, Suite 1300
Reston, VA  20190


                  Re:      TERMS OF EMPLOYMENT

Dear Alan:
                  As you know, TANTAU Software, Inc. and 724 Solutions, Inc.
propose to enter into a merger agreement that will result in TANTAU Software,
Inc. becoming a wholly-owned subsidiary of 724 Solutions, Inc. As a condition to
the willingness of 724 Solutions, Inc. to enter into the merger agreement, 724
Solutions, Inc. has requested that you enter into this letter agreement setting
forth certain modifications in the terms and conditions of your employment as in
effect on the date hereof, as more fully described in your offer letter, the
Confidentiality and Non-Compete Agreement (or, if applicable, Proprietary
Information and Inventions Agreement) to which you and TANTAU Software, Inc. are
parties, each of which is attached to this letter, and the TANTAU Software, Inc.
1999 Stock Plan.

                  Subject to the consummation of the transactions contemplated
by the merger agreement, 724 Solutions, Inc., TANTAU Software, Inc. and you each
agree as follows:

                  1. CURRENT TANTAU SOFTWARE, INC. OPTIONS. Your outstanding and
unexercised TANTAU Software, Inc. options will continue to vest and become
exercisable on their regular schedule, except that the TANTAU Software, Inc.
options will not automatically vest and will not become exercisable as a result
of the merger, or stockholder approval of the merger and/or your Involuntary
Termination (as defined in the TANTAU Software, Inc. 1999 Stock Plan). Instead,
your TANTAU Software, Inc. options will accelerate and become fully vested and
immediately exercisable upon the second anniversary of the completion of the
merger or upon a Qualifying Termination (as defined below),

                  Qualifying Termination means your termination without Cause
(as defined below) or your Constructive Termination (as defined below).

                  Cause means (i) any willful act of personal dishonesty, fraud
or misrepresentation taken by you in connection with your responsibilities as an
employee which was intended to result in your substantial gain or personal
enrichment at the expense of TANTAU Software, Inc. or 724 Solutions, Inc. and
was materially and demonstrably injurious to TANTAU Software, Inc. or 724
Solutions, Inc.; (ii) your convict on of a felony on account of any act which
was materially and demonstrably injurious to TANTAU Software, Inc. or 724
Solutions, Inc.; or (iii) your willful and continued failure to substantially
perform your principal duties and obligations of employment (other than any such
failure resulting from incapacity due to physical or mental illness), which
failure is not remedied in a reasonable period of time and after receipt of
written notice from TANTAU Software, Inc. or 724 Solutions, Inc. For the
purposes of this paragraph, no act or failure to act shall be considered
"willful" unless done or omitted to be done in bad faith and without reasonable
belief


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that the act or omission was in or not opposed to the best interests of
TANTAU Software, Inc. or 724 Solutions, Inc.

                  Constructive Termination means your resignation within 90 days
following any of the following: (i) a reduction in your base compensation (base
annual salary, eligibility for bonuses/commissions) of more than ten percent
(10%) below your level of base compensation in effect at completion of the
merger, (ii) the relocation, without your written consent, of your primary place
of employment by more than fifty (50) miles from your then current primary place
of employment, or (iii) a material reduction of your duties and responsibilities
that results in an intolerable working environment, determined on an objective
and subjective basis (it being understood that reasonable changes in your duties
and responsibilities that may result from the integration of the businesses of
TANTAU Software, Inc. and 724 Solutions, Inc. will not be grounds for
Constructive Termination); provided, however, that you must provide your
employer with written notice that identifies the grounds for any Constructive
Termination and a cure period of not less than thirty (30) days prior to your
resignation for Constructive Termination.

                  2. TANTAU SOFTWARE, INC. RESTRICTED SHARES. If you received
restricted shares of TANTAU Software, Inc. common stock upon the previously
accelerated exercise of some or all of your TANTAU Software, Inc. options, such
restricted shares will be treated the same way as your currently outstanding
TANTAU Software, Inc. options are treated under paragraph 1 above, with the
result that the vesting and lapse of restrictions on the restricted shares will
not be accelerated as a result of the merger, or stockholder approval of the
merger and/or your Involuntary Termination. Your TANTAU Software, Inc.
restricted shares (or 724 Solutions, Inc. restricted shares, following the
completion of the merger) will continue to vest on their original schedule and
will continue to be subject to the terms and conditions set forth in the TANTAU
Software, Inc. 1999 Stock Plan and the Restricted Stock Purchase Agreement as
modified by this letter agreement (namely, that such shares may not be sold or
otherwise transferred, and are subject to a repurchase right in favor of TANTAU
Software, Inc. (or 724 Solutions, Inc., following the completion of the
merger)), until the second anniversary of the completion of the merger or until
a Qualifying Termination, on which date all restrictions will lapse and the
restricted shares will be fully vested. You agree execute all documents and
instruments required to insure the availability for delivery to 724 Solutions,
Inc. of your restricted shares upon repurchase by 724 Solutions, Inc.

                  3.       NEW OPTIONS.

                  (a) You will be granted additional options that, immediately
following the completion of the merger, will represent the right to acquire
20,000 shares of 724 Solutions, Inc. common stock. These additional options will
be granted by TANTAU Software, Inc. prior to the completion of the merger and
will be converted into 724 Solutions, Inc. options when the merger is completed;
these options will of course be conditioned on the completion of the merger.

                  (b) Each of the additional options will have a term of ten
years, will vest ratably in four (4) equal annual installments on each of the
second, third, fourth and fifth anniversary of the completion of the merger,
will have an exercise price per share equal to the closing price per share of
724 Solutions, Inc. common stock on the most recently ended trading


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day divided by the exchange ratio set forth in the merger agreement and will
have other terms and conditions that are generally applicable under 724
Solutions, Inc.'s stock incentive plans.

                  4. Notwithstanding Section 8(b) of the TANTAU Software, Inc.
1999 Stock Plan, you agree that payment of the exercise price upon exercise of
your TANTAU Software, Inc. options will be made in cash or in check.

                  5. References in the Confidentiality and Non-Compete
Agreement (or, if applicable, Proprietary Information and Inventions Agreement)
to TANTAU Software, Inc. or any of its subsidiaries and affiliates shall be
deemed to include 724 Solutions, Inc. and any of its subsidiaries and
affiliates.

                  Except as specifically provided above, the terms and
conditions of your offer letter [employment agreement for non-North American
employees], the TANTAU Software, Inc. 1999 Stock Plan, and Confidentiality and
Non-Compete Agreement (or, if applicable, Proprietary Information and Inventions
Agreement) will continue to apply and remain in full force and effect.

                  You acknowledge that this letter agreement constitutes an
amendment to the TANTAU Software, Inc. 1999 Stock Plan and Confidentiality and
Non-Compete Agreement (or, if applicable, Proprietary Information and Inventions
Agreement) as expressly provided herein. You further acknowledge that your
agreement to the terms and conditions of this letter agreement is an inducement
to and a condition of 724 Solutions, Inc.'s willingness to enter into the merger
agreement.

                                                     Very truly yours,


                                                     TANTAU Software, Inc.


                                                     By:/S/ JOHN J. SIMS


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                                                                   July 25, 2000

Alan Prenoveau
14612 Drum Hill Court
North Potomac, MD  20878

Dear Alan:

It is my pleasure to offer you employment with TANTAU Software, Inc. in the
salaried exempt position of Director of Americas, Tantau Professional Services,
reporting to Jim Sink, Vice President of Professional Services. The first date
of employment will be August 14th, unless you are able to report to work sooner,
in which case we can adjust the start date upon our mutual agreement. If for
some reason you are unable to start work on August 14th or sooner, then it is
understood that this offer will be automatically withdrawn, and TANTAU will be
under no obligation to engage your services.

Your compensation will include a starting base salary of $14,167 per month, a
sign-on bonus of $10,000, and an annual bonus of 30% of your salary. The
schedule of your annual bonus plan will be finalized after your start date.
Subject to approval of the Board of Directors, you will be offered options for
35,000 shares of TANTAU stock. If you voluntarily terminate your employment with
TANTAU within 12 months of your start date, you will be required to repay a
pro-rated share of your sign-on bonus.

Upon your beginning full-time employment with TANTAU you will also be eligible
to participate in the Company's 401(k), medical and dental insurance plans, as
well as its group life and long-term disability plans. Your share of premiums
under these plans, if any, can he deducted automatically from your paycheck.

If you accept this offer, your employment with TANTAU will be on an "at will"
basis, which means that it is not for any specified period of time, and can be
terminated by you or by TANTAU for no particular reason or cause, and without
any advance notice. Although your job duties, title and/or compensation may
change from time to time over the course of your employment by TANTAU, and your
benefits and the Company's personnel policies may also change from time to time,
the "at will" nature of your employment may not be changed except by a written
undertaking signed by the Company's President.

This letter constitutes the terms and conditions of your employment with TANTAU,
and supersedes and replaces any previous offers, oral or written. This offer is
contingent on your signing agreements related to Confidential Information and
Assignment of Inventions to TANTAU prior to beginning employment. It is also
contingent on your providing us with documentation of U.S. citizenship or
authorized alien work status prior to beginning employment.

If you are in agreement with the terms of this letter, please indicate such
agreement by signing in the space provided below. You should retain a copy of
this letter for your files.

I am looking forward to your joining TANTAU, and hope that you are as excited
about the Company's prospects as I am. If you have any questions regarding this
letter or any other matter, please feel free to contact me at any time.

Sincerely,


/s/ Jim Sink
----------------------
Jim Sink
Vice President, Professional Services



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I accept the offer of employment as described herein.



/s/ Alan M. Prenoveau
            7/27/2000


                                       2


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                              TANTAU SOFTWARE, INC.

                    CONFIDENTIALITY AND NON-COMPETE AGREEMENT

                  In consideration of my employment by Tantau Software, Inc.
(the "Company"), the Company's promise to disclose to me confidential and
proprietary information and trade secrets of the Company, the Company's promise
to provide me with immediate specialized training, and the compensation now and
hereafter paid to me, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the undersigned hereby agrees
with the Company as follows:

                  1. RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all
times during the term of my employment and thereafter, I will hold in strictest
confidence and will not disclose, use, lecture upon, or publish any of the
Company's Proprietary Information (defined below), except as such disclosure,
use, or publication may be required in connection with my work for the Company,
or unless the President or the Board of Directors of the Company expressly
authorizes such in writing. I hereby assign to the Company any rights I may have
or acquire in such Proprietary Information, and recognize that all Proprietary
Information shall be the sole property of the Company and its assigns and that
the Company and its assigns shall be the sole owner of all patent rights,
copyrights, trade secret rights, and all other rights throughout the world
(collectively, "Proprietary Rights") in connection therewith.

                  The term "Proprietary Information" shall mean trade secrets,
confidential knowledge, data, or any other proprietary information of the
Company and each of its subsidiaries or affiliated companies. By way of
illustration but not limitation, "Proprietary Information" includes (a)
inventions, trade secrets, ideas, processes, formulas, data, programs, other
works of authorship, know-how, improvements, discoveries, developments, designs,
and techniques (hereinafter, included Proprietary Information is collectively
referred to as "Inventions"); (b) information regarding plans for research,
development, new products and services, marketing and selling, business plans,
budgets and unpublished financial statements, licenses, prices and costs,
suppliers, and customers; and (c) information regarding the skills and
compensation of other employees of the Company. 2. THIRD PARTY INFORMATION. I
understand, in addition, that the Company may from time to time receive from
third parties confidential or proprietary information ("Third Party
Information") subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. During the term of my employment and thereafter, I will hold Third
Party Information in the strictest confidence and will not disclose (to anyone
other than Company personnel who need to know such information in connection
with their work for the Company) or use, except in connection with any work for
the Company, Third Party Information unless expressly authorized by an executive
officer of the Company in writing.

                  3. ASSIGNMENT OF INVENTIONS.

                     (a) I hereby assign to the Company all my right, title, and
interest in and to any and all Inventions (and all Proprietary Rights with
respect thereto), whether or not patentable or registrable under copyright or
similar statutes, that were made or conceived or


                                       1


<Page>


reduced to practice or learned by me, either alone or jointly with others,
during the period of my employment with the Company.

                    (b) I acknowledge that all original works of authorship that
are made by me (solely or jointly with others) during the term of my employment
with the Company and that are within the scope of my employment and protectable
by copyright are "works made for hire," as that term is defined in the United
States Copyright Act (17 U.S.C. Section 101). Inventions assigned to the
Company by this paragraph 3 are hereinafter referred to as "Company
Inventions."

                  4. ENFORCEMENT OF PROPRIETARY RIGHTS. I will assist the
Company in every proper way to obtain and from time to time enforce United
States and foreign Proprietary Rights relating to Company Inventions in any and
all countries. To that end I will execute, verify, and deliver such documents
and perform such other acts (including appearances as a witness) as the Company
may reasonably request for use in applying for, obtaining, perfecting,
evidencing, sustaining, and enforcing such Proprietary Rights and the assignment
thereof. In addition, I will execute, verify, and deliver assignments of such
Proprietary rights to the Company or its designee. My obligation to assist the
Company with respect to Proprietary Rights relating to such Company Inventions
in any and all countries shall continue beyond the termination of my employment,
but the Company shall compensate me at a reasonable rate after my termination
for the time actually spent by me at the Company's request on such assistance.

                  In the event the Company is unable for any reason, after
reasonable effort, to secure my signature on any document needed in connection
with the actions specified in the preceding paragraph, I hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents as
my agent and attorney in fact, to act for and in my behalf to execute, verify,
and file any such documents and to do all other lawfully permitted acts to
further the purposes of the preceding paragraph thereon with the same legal
force and effect as if executed by me. I hereby waive and quitclaim to the
Company any and all claims, of any nature whatsoever, that I now or may
hereafter have for infringement of any Proprietary Rights assigned hereunder to
the Company.

                  5. OBLIGATION TO KEEP COMPANY INFORMED. During the period of
my employment, I will promptly disclose to the Company fully and in writing and
will hold in trust for the sole right and benefit of the Company any and all
Inventions. In addition, I will disclose all patent applications filed by me
during the three (3) years after termination of my employment with the Company.

                  6. PRIOR INVENTIONS. Inventions, if any, patented or
unpatented, that I made prior to the commencement of my employment with the
Company are excluded from the scope of this Agreement. To preclude any possible
uncertainty, I have set forth on Exhibit A attached hereto a complete list of
all Inventions that I have, alone or jointly with others, conceived, developed,
or reduced to practice or caused to be conceived, developed, or reduced to
practice prior to commencement of my employment with the Company, that I
consider to be my property or the property of third parties and that I wish to
have excluded from the scope of this Agreement. If disclosure of any such
Invention on Exhibit A would cause me to violate any prior confidentiality
agreement, I understand that I am not to list such Inventions in Exhibit A but
am to inform the Company that all Inventions have not been listed for that
reason.


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                  7. OTHER ACTIVITIES; NON-COMPETITION; NON-SOLICITATION.

                     (a) During the term of my employment with the Company, I
will not, directly or indirectly, participate in the ownership, management,
operation, financing or control of, or be employed by or consult for or
otherwise render services to, any person, corporation, firm, or other entity
that competes in the State of Texas, or in any other state in the United States,
or in any country in the world with the Company in the conduct of the business
of the Company as conducted or as proposed to be conducted, nor shall I engage
in any other activities that conflict with my obligations to the Company.

                     (b) In consideration of the premises hereof and in further
consideration of the Company's promise to disclose to me confidential and
proprietary information and trade secrets of the Company and the Company's
promise to provide me with immediate specialized training, and the experience I
will gain throughout my employment with the Company, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, I hereby agree that for a period of one (1) year after the date
that my employment with the Company is terminated, for any reason, I will not,
directly or indirectly, (i) compete in the state of Texas, or in any other State
of the United States, or in any country in the world where the Company engages
in business, or proposes to engage in business, on the date of the termination
of my employment with the Company, or (ii) participate in the ownership,
management, operation, financing, or control of, or be employed by or consult
for or otherwise render services to, any person, corporation, firm, or other
entity that competes in the state of Texas, or in any other State of the United
States, or in any country in the world with the Company in the conduct of the
business of the Company as conducted and as proposed to be conducted on the date
of termination of my employment. Notwithstanding the foregoing, I am permitted
to own up to 5% of any class of securities of any corporation that is traded on
a national securities exchange or through Nasdaq.

                    (c) During the term of my employment and for a period of one
(1) year after my employment with the Company is terminated for any reason, I
will not, directly or indirectly, individually or on behalf of any other person,
firm, partnership, corporation, or business entity of any type, hire, solicit,
assist or in any way encourage any current employee or consultant of the Company
or any subsidiary of the Company to terminate his or her employment relationship
or consulting relationship with the Company or subsidiary nor will I hire or
solicit the employment services of any former employee of the Company or any
subsidiary of the Company whose employment has been terminated for less than six
(6) months.

                     (d) For a period of one (1) year after my employment with
the Company is terminated for any reason, I will not, directly or indirectly,
individually or on behalf of any other person, firm, partnership, corporation,
or business entity of any type, solicit, contact, call upon, communicate with,
or attempt to communicate with, any Customer of the Company.

                  8. NO IMPROPER USE OF MATERIALS. I understand that I shall not
use the proprietary or confidential information or trade secrets of any former
employer or any other person or entity in connection with my employment with the
Company. During my employment by the Company I will not improperly use or
disclose any proprietary or confidential information or trade secrets, if any,
of any former employer or any other person or entity to whom I have an


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obligation of confidentiality, and I will not bring onto the premises of the
Company any unpublished documents or any property belonging to any former
employer or any other person or entity to whom I have an obligation of
confidentiality unless consented to in writing by that former employer, person,
or entity.

                  9. NO CONFLICTING OBLIGATION. I represent that my performance
of all the terms of this Agreement and as an employee of the Company does not
and will not breach any agreement between me and any other employer, person or
entity. I have not entered into, and I agree I will not enter into, any
agreement either written or oral in conflict herewith.

                  10. RETURN OF COMPANY DOCUMENTS. When I leave the employ of
the Company, I will deliver to the Company all drawings, notes, memoranda,
specifications, devices, formulas, and documents, together with all copies
thereof, and any other material containing or disclosing any Company Inventions,
Third Party Information, or Proprietary Information of the Company. I further
agree that any property situated on the Company's premises and owned by the
Company, including disks and other storage media, filing cabinets or other work
areas, is subject to inspection by Company personnel at any time with or without
notice.

                  11. LEGAL AND EQUITABLE REMEDIES. Because my services are
personal and unique and because I will have access to and become acquainted with
the Proprietary Information of the Company, the Company shall have the right to
enforce this Agreement and any of its provisions by injunction, specific
performance, or other equitable relief, without bond and without prejudice to
any other rights and remedies that the Company may have for a breach of this
Agreement.

                  12. AUTHORIZATION TO NOTIFY NEW EMPLOYER. I hereby authorize
the Company to notify my new employer about my rights and obligations under this
Agreement following the termination of my employment with the Company.

                  13. NOTICES. Any notices required or permitted hereunder shall
be given to the appropriate party at the address specified in the Employment
Agreement between me and the Company. Such notice shall be deemed given upon
personal delivery to the appropriate address or if sent by certified or
registered mail, three days after the date of mailing.

                  14. GENERAL PROVISIONS.

                  14.1 GOVERNING LAW. This Agreement will be governed by and
construed according to the laws of the State of Texas without regard to
conflicts of law principles.

                  14.2 EXCLUSIVE FORUM. I hereby irrevocably agree that the
exclusive forum for any suit, action, or other proceeding arising out of or in
any way related to this Agreement shall be in the state or federal courts in
Texas, and I agree to the exclusive personal jurisdiction and venue of any court
in Travis County, Texas.

                  14.3 ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement and understanding between the Company and myself relating to the
subject matter hereof and supercedes and merges all prior discussions between
us. No modification of or amendment to this Agreement, nor any waiver of any
rights under this Agreement, will be effective unless in


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writing signed by the party to be charged. Any subsequent change or changes in
my duties, salary, or compensation will not affect the validity or scope of this
Agreement. As used in this Agreement, the period of my employment includes any
time during which I may be retained by the Company as a consultant.

                  14.4 SEVERABILITY.

                  (a) I acknowledge and agree that each agreement and covenant
set forth herein constitutes a separate agreement independently supported by
good and adequate consideration and that each such agreement shall be severable
from the other provisions of this Agreement and shall survive this Agreement.

                  (b) I understand and agree that Section 7 of this Agreement is
to be enforced to the fullest extent permitted by law. Accordingly, if a court
of competent jurisdiction determines that the scope and/or operation of Section
7 is too broad to be enforced as written, the Company and I intend that the
court should reform such provision to such narrower scope and/or operation as it
determines to be enforceable, provided, however, that such reformation applies
only with respect to the operation of such provision in the particular
jurisdiction with respect to which such determination was made. If, however,
Section 7 is held to be illegal, invalid, or unenforceable under present or
future law, and not subject to reformation, then (i) such provision shall be
fully severable, (ii) this Agreement shall be construed and enforced as if such
provision was never a part of this Agreement, and (iii) the remaining provisions
of this Agreement shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its
severance.

                  14.5 SUCCESSORS AND ASSIGNS.

                  This Agreement will be binding upon my heirs, executors,
administrators, and other legal representatives and will be for the benefit of
the Company, its successors and assigns.

                  14.6 SURVIVAL. The provisions of this Agreement shall survive
the termination of my employment for any reason and the assignment of this
Agreement by the Company to any successor in interest or other assignee. I
further understand and agree that the phrase "term of employment" contained
herein shall include any period of time during which I am retained by the
Company as a consultant and/or independent contractor.

                  14.7 EMPLOYMENT. I agree and understand that my employment
with the Company is at will, which means that either I or the Company may
terminate the employment relationship at any time, with or without prior notice
and with or without cause. I further agree and understand that nothing in this
Agreement shall confer any right with respect to continuation of employment by
the Company, nor shall it interfere in any way with my right or the Company's
right to terminate my employment at any time, with or without cause.

                  14.8 WAIVER. No waiver by the Company of any breach of this
Agreement shall be a waiver of any preceding or succeeding breach. No waiver by
the Company of any right under this Agreement shall be construed as a waiver of
any other right. The Company shall not be required to give notice to enforce
strict adherence to all terms of this Agreement.


                                       5

<Page>


                  14.9 HEADINGS. The headings to each section or paragraph of
this Agreement are provided for convenience of reference only and shall have no
legal effect in the interpretation of the terms hereof.

                  This Agreement shall be effective as of the first day of my
employment with the Company, namely: August 14, 2000.

                  I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO
INVENTIONS I MAKE DURING MY EMPLOYMENT, RESTRICTS MY RIGHT TO DISCLOSE OR USE
THE COMPANY'S PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT, AND
PROHIBITS ME FROM COMPETING WITH THE COMPANY AND/OR FROM SOLICITING EMPLOYEES
AND CUSTOMERS OF THE COMPANY FOR ONE (1) YEAR AFTER MY EMPLOYMENT WITH THE
COMPANY IS TERMINATED FOR ANY REASON.

      [Signature Page to Confidentiality and Non-Compete Agreement Follows]


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                  I HAVE READ THIS CONFIDENTIALITY AND NON-COMPETE AGREEMENT
CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO
THIS AGREEMENT.

Dated:  July 27, 2000                         /S/ ALAN PRENOVEAU
                                              ----------------------------------
                                              Signature
                                              ALAN M. PRENOVEAU
                                              ----------------------------------
                                              Name of Employee