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                                                                 EXHIBIT 10.31.3

                               ADVISORY AGREEMENT

         THIS ADVISORY AGREEMENT (this "Agreement") is entered into effective as
of May 1, 2001, by and between Aperian, Inc., a Delaware corporation (the
"Company"), and Wayne Irwin ("Advisor" or "Mr. Irwin");

                                   WITNESSETH:

         WHEREAS, the Company wishes to continue to benefit from the advice,
experience and knowledge of Mr. Irwin; and

         WHEREAS, Advisor is willing to advise the Company, upon the terms and
conditions contained herein;

         NOW, THEREFORE, for and in consideration of the compensation to be paid
Mr. Irwin under this Agreement and the mutual promises, covenants, and
undertakings contained herein, the Company and Advisor agree as follows:

         1. Independent Contractor: There shall be created pursuant to this
Agreement an independent contractor relationship between the Company and Advisor
whereby Mr. Irwin shall supply advisory services to the Company in accordance
with and subject to the terms and conditions set forth herein.

         2. Term: The term of this Agreement shall be for a six-month period
ending October 31, 2001, At the option of the Company, the term of this
Agreement may be extended on a month to month basis.

         3. Services: During the term of this Agreement, and subject to his
reasonable availability, Mr. Irwin shall provide such advisory services as the
Board of Directors of the Company (the "Board") or the Chief Executive Officer
of the Company (the "CEO") may reasonably request or that Mr. Irwin believes
might be valuable to the Company, including assisting the Board and the CEO in
such strategic and financial matters, acquisition strategy or other projects as
the Board or the CEO deems appropriate. The method of performance, hours
utilized and other details of Advisor's services hereunder shall be within Mr.
Irwin's sole control.

         4.       Compensation and Expense Reimbursement:

                  A. General Services Fee: As compensation for his services
during the term of this Agreement, Mr. Irwin shall receive a monthly fee,
payable on the 15th of each month, beginning May 15, 2001, in the amount of
$20,834.

                  B. Expenses: The Company shall promptly reimburse Advisor for
all reasonable out-of-pocket expenses incurred by him in performance of his
services hereunder, provided that such expenses are submitted to the Company
(with proper supporting documentation) in accordance with the Company's policy
then in effect for employee expense reports.
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         5. Confidential Information: Advisor and the Company acknowledge that
the Company's business is highly competitive and that the Company may, from time
to time, provide Advisor with access to confidential information. Advisor agrees
that he will not make any unauthorized disclosure of confidential business
information obtained from the Company ("Confidential Information"), or make any
unauthorized use thereof. However, Advisor shall be permitted to disclose
Confidential Information as is required by law, including deposition or trial
testimony pursuant to subpoena, provided that if he is requested or required (by
oral question, interrogatories, request for information or documents, subpoena,
civil investigative demand or similar process) to disclose any Confidential
Information, if reasonably possible under the circumstances as determined in
good faith, he will promptly notify the other party of such request or
requirement so that the other party may seek an appropriate protective order or
waive compliance with the provisions of this Agreement.

         In the absence of a protective order or the receipt of a waiver
hereunder, or in the good faith determination of Advisor that time is of the
essence, Advisor shall obtain legal counsel, and if Advisor and/or his counsel
in good faith believe that Advisor is compelled to disclose the Confidential
Information or be exposed to liability for contempt or suffer other censure or
penalty, Advisor may disclose only such Confidential Information to the party
compelling disclosure as is required by law, as determined by Advisor on advice
of counsel. Advisor further agrees that he will cooperate with the Company in
its efforts to obtain a protective order or other reliable assurance that
confidential treatment will be accorded the Confidential Information. All
reasonable legal fees, costs and expenses incurred by Mr. Irwin in obtaining
legal representation pursuant to his obligations under this paragraph shall be
paid by the Company.

         The obligations of the parties set forth in this paragraph 5 shall
apply during the term of this Agreement and shall survive for one year following
the termination of this Agreement.

         6. Capacity and Benefits: At all times while serving under this
Agreement, Advisor shall be an independent contractor and not a common-law
employee. Therefore, except to the extent provided in any other agreement
between Advisor and the Company, Advisor shall not, during the term of this
Agreement, be entitled to participate in the Company's benefit plans and
programs for its employees. Further, Advisor will in no way be considered to be
an agent, employee, or servant of the Company. Advisor shall have no authority
to bind the Company without receiving specific written authority to do so. It is
not the purpose or intention of this Agreement or the parties to create, and the
same shall not be construed as creating, any partnership, partnership relation,
joint venture, agency, or employment relationship.

         7.       Termination:

                  A. Disability: If Advisor becomes unable to provide advisory
services hereunder during the term of this Agreement by reason of illness or
incapacity, then this Agreement shall terminate, and Advisor shall be entitled
to receive an amount equal to $125,000 minus the fees previously paid under
paragraph 4A hereof.

                  B. Death: If Advisor dies during the term of this Agreement,
then this Agreement shall terminate, and Advisor shall be entitled to receive an
amount equal to $125,000 minus the fees previously paid under paragraph 4A
hereof.


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                  C. Expiration of the Term: This Agreement shall terminate
automatically and without notice upon the expiration of the term provided in
paragraph 2 hereof.

                  D. Effect of Termination: Upon termination of this Agreement,
all of the parties' obligations, other than the confidentiality obligations
under paragraph 5 hereof and the Company's obligation to pay any unpaid fees or
unreimbursed expenses under this Agreement, shall terminate. The confidentiality
obligations under paragraph 5 hereof, shall survive termination of this
Agreement as set forth in such paragraph and Exhibit.

         8. Notices: For purposes of this Agreement, notice, demands and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered by United States
certified or registered mail, return receipt requested, addressed as follows:

         If to Advisor:
                                            Mr. Wayne Irwin
                                            301 Oldenwood Court
                                            Colleyville, Texas 76034

         If to the Company:
                                            Mr. Peter Lorenzen
                                            General Counsel
                                            Aperian, Inc.
                                            1800 Valley View Lane
                                            Suite 400
                                            Dallas, Texas  75234

or to such other address as either party may furnish to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

         9. Successor Obligations and Assignment: The rights and obligations of
the Company under this Agreement shall inure to the benefit of and be binding
upon its successors and assigns. Advisor may assign any rights accruing to him
under this Agreement to any affiliated entity with the consent of the Company,
which consent shall not be unreasonably withheld.

                  10. Amendment: This Agreement may not be modified except by an
agreement in writing executed by both the Company and Advisor.

                  11. Governing Laws: This Agreement shall be subject to and
governed by the laws of the State of Texas, without giving effect to principles
of conflicts of law.

                  12. Validity: In the event that any portion or provision of
this Agreement is found to be invalid or unenforceable, the other portions or
provisions hereof shall not be affected thereby.


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                  13. Counterparts: This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.

                  14. Effect of Agreement: The terms of this Agreement shall
supersede any obligations and rights of the Company and Advisor respecting
advisory services. Nothing in this Agreement shall be construed as permitting
either party hereto to directly or indirectly benefit from any confidential
business information obtained from the other party during the period that Mr.
Irwin was an employee, officer or director of the Company.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
on the 4th day of May , 2001, to be effective as of May 1, 2001.

                                             APERIAN, INC.

                                             By:  /s/ Peter E. Lorenzen
                                                  Peter E. Lorenzen
                                                  Vice President and Secretary

                                                  /s/ Wayne Irwin
                                                  Wayne Irwin


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