EXHIBIT 10.1


February 13, 2001


To: Quinn Tran
From: Barry Lathan
Re: Consulting Proposal

Dear Quinn,

I'm very pleased that we have reached an agreement regarding your
Marketing/Consulting services for Prism. Per our mutual understanding, your
primary areas of responsibility shall be as follows

         I. OPERATIONAL & TACTICAL MARKETING MANAGEMENT:

                  1. Assess overall market opportunities for Prism Software to
                  put a focus on how to harvest its current products and
                  positioning them for related growth markets. This includes
                  validating existing markets, understanding of key success
                  factors, product robustness, geographic opportunities and
                  channel/partnering implementation.
                           TARGET COMPLETION: PHASE 1 -- 30 DAYS, PHASE 2 -- 60
                           DAYS

                  2. Provide Marcom/collaterals support: key sales tools need to
                  be made available ASAP. I recommend the development of the
                  following:
                           - CD ROM for demo/prospecting
                           - A company brochure and a number of datasheets
                           (depending on assessment of how many products are
                           actual sellable products)
                           - Reseller kit
                           - Website review and redesign if needed
                           - Logo review and redesign if desired and if budget
                           is available
                           - Tradeshow plan
                           TARGET COMPLETION: WITHIN 30 - 45 DAYS DEPENDING ON
                           WRITING AND PRODUCTION RESOURCES

                  3. Provide Product Review, Product Delivery Process and
                  product management:
                           - Product road map for existing product suite
                           enhancements consistent with market requirements.
                           - Obtain customer feedback via phone interviews
                           and/or customer focus groups
                           - Competitive Matrix and competitive responses to
                           assist sales
                           - Product training to sales staff and partners
                           TARGET COMPLETION: PHASE 1 -- 30 DAYS, PHASE 2 -- 60
                           DAYS

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                  4. On-going Sales/Operation Support:
                           - Identify target resellers and vertical markets
                           - Develop reseller contract/ terms as appropriate
                           - Assist sales team in key contract negotiation

         II. DEVELOPMENT OF LONG TERM STRATEGY AND BUSINESS PLAN FOR PRISM: This
         is the key for long term success and funding requirement. My
         involvement here includes:
                  1. Research and assess total market opportunities in Document
                  Workflow and Management.
                  2. Assess market segmentation, size and growth
                  3. Assess Prism's core competencies and skill needs
                  4. Develop relevant market, product, channel, partnering
                  roadmaps
                  5. Position the company for funding, partnering or acquisition
                  strategies.
                  TARGET COMPLETION: PHASE 1 TO INCLUDE ROUGH ASSESSMENT WITHIN
                  45 DAYS, PHASE 2 - TBD.

         As we discussed, your fee of Twelve Thousand, Five Hundred Dollars
($12,500) per-month shall be paid to you on a twice-monthly basis. This
Agreement is for ninety (90) days, commencing February 15, 2001, and is subject
to renewal pending mutual agreement. We have agreed that you will provide the
Company with up to thirty (30) hours of your time per week, with 2-3 days on
site. You shall receive an initial sign-on bonus of Five Thousand Dollars
($5,000) to be paid approximately February 15, 2001. A success fee of Five
Thousand Dollars ($5,000) shall be paid to you upon the satisfactory completion
of your services.

         Prism Software Corporation shall be responsible for reimbursing you for
all reasonable expenses incurred by you while performing your services for the
Company. Such expenses shall include travel, lodgings and meals.

         Everyone at Prism enjoyed meeting you on your visit to our site and is
looking forward to having you assist us in our marketing strategy efforts.
Please confirm receipt of this e-mail and your agreement to its terms.

         Regards,

         /s/ Barry Lathan
         -----------------------
         Barry Lathan
         President/COO


                                   Accepted and Agreed to By /s/ Quinn Tran
                                                             ------------------
                                                             Quinn Tran