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                                                                   Exhibit 10.33

                              ONESOFT CORPORATION
                             1505 Farm Credit Drive
                             McLean, Virginia 22102



                                    February 22, 2000

John L. Wyatt



  Re:  Employment Agreement
       --------------------

Dear John:

This letter is to confirm our understanding and agreement with respect to (i)
your employment by OneSoft Corporation (the "Company") for the period from and
after March 15, 2000, (ii) your agreement to protect and preserve information
and property which is confidential and proprietary to the Company, (iii) your
agreement not to solicit employees, partners or customers of OneSoft, (iv) your
agreement not to disparage the Company, and (v) your agreement not to compete
with the Company (the terms and conditions set forth in this letter shall
hereinafter be referred to as this "Agreement").  In consideration of the mutual
promises and covenants contained in this Agreement and for other good and
valuable consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the Company and you have agreed as follows:

1.  Employment.  The Company shall employ you, and you agree to be employed by
    -----------
the Company, as President and Chief Operating Officer ("COO"), and you agree to
perform the services and fulfill the responsibilities consistent with such
position, and such other services and responsibilities as may be prescribed by
the Board of Directors or Chief Executive Officer ("CEO") from time to time
which are consistent with such position and the other terms hereof.  You agree
to devote substantially all of your business time to the business of the
Company; provided, however, that you may continue your participation on the
Boards of Directors of either the companies or organizations listed on Exhibit A
or, with prior written consent of the CEO of the Company (which shall not be
withheld or delayed unreasonably), any other company or organization as long as
such participation on any such Board does not interfere with the performance of
your duties to the Company or conflict with your obligations under Section 5 of
this Agreement.

2.   Term of Employment.
     ------------------

     (a)  Term; Termination.  Your employment shall be governed by this
          -----------------
          Agreement, commencing as of March 15, 2000 and continuing through
          March 14, 2004; provided, however, that this Agreement may be renewed
          upon the written
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          agreement of the parties for additional periods of no more than two
          (2) years (the original period and any successive renewal thereof, if
          any, being hereinafter referred to as the "Term"). If not renewed
          pursuant to this Section, your employment by the Company will
          terminate at the end of the Term. Notwithstanding the foregoing, your
          employment hereunder may be terminated upon the first to occur of the
          following:

          (i)   immediately upon your death;

          (ii)  by the Company:

                (A)  following your failure, due to illness, accident or any
                     other physical or mental incapacity, to perform the
                     services provided for hereunder for an aggregate of ninety
                     (90) days within any period of one hundred and twenty (120)
                     consecutive days during the term hereof ("Disability");

                (B)  for Cause or by a Constructive Termination (each as
                     hereinafter defined); or

                (C)  subject to Section 3(d) hereof, without Cause; or

          (iii) by you, voluntarily, upon ninety (90) days' prior written
                notice to the Company.

     Subject to Section 3 hereof, the right of the Company to terminate your
     employment hereunder, to which you hereby agree, shall be exercisable by
     written notice sent to you by the Company and shall be effective as of the
     date of such notice.  The termination of your employment for any reason
     shall not result in the termination of your covenants and obligations under
     Section 5 hereof.

     (b)  Definition of "Cause".  Termination of your employment by the Company
          ---------------------
          shall constitute a termination for "Cause" if such termination is for
          one or more of the following reasons:

          (i)   any action or omission by you involving willful misconduct or
                gross negligence which materially injures or threatens to injure
                the Company's business or reputation, monetarily or otherwise;

          (ii)  your material violation  of the Company's written policies
                regarding discrimination, harassment or violence;

          (iii) your willful and material violation of a material provision of
                Section 5 of this Agreement, which violation, if curable, is not
                cured within thirty (30)

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                days of written notice to you thereof; or

          (iv)  your conviction of a felony, in connection with the performance
                of your duties and responsibilities hereunder or which otherwise
                materially and adversely affects your ability to perform such
                duties and responsibilities or materially and adversely affects
                or threatens to affect the business or reputation of the
                Company.

     (c)  Definition of "Constructive Termination".  As used herein, a
          ----------------------------------------
          "Constructive Termination" shall mean, in each case followed by the
          written notice provided for in the immediately following sentence, (i)
          a material and continued diminution by the Company in your authority,
          functions, duties or responsibilities with the Company; (ii) a Change
          of Control (as defined below); or (iii) a failure by the Company to
          obtain an assumption of this Agreement by a successor in accordance
          with Section 10(e). After the occurrence or existence of a
          Constructive Termination, you may give written notice to the Company
          thereof, upon which the Company shall be deemed to have effected such
          a Constructive Termination, with the effects provided for in Section
          2(e) and Sections 3(d), (h), and (i).

     (d)  Definition of "Change of Control".  As used herein, a "Change of
          ---------------------------------
          Control" shall be deemed to have occurred upon the occurrence of any
          of the following:

          (i)   any sale, lease, exchange or other transfer (in one transaction
                or a series of transactions) of all or substantially all of the
                assets of the Company; or

          (ii)  any consolidation or merger of the Company (including, without
                limitation, a triangular merger) where the existing shareholders
                of the Company immediately prior to the consolidation or merger,
                would not, immediately after the consolidation or merger,
                beneficially own, directly or indirectly, shares representing in
                the aggregate more than fifty percent (50%) of the combined
                voting power of all the outstanding securities of the
                corporation issuing cash or securities in the consolidation or
                merger.

     (e)  Actions Upon Termination.  Upon termination of your employment with
          ------------------------
          the Company for any reason, you shall cease holding yourself out as an
          employee of the Company and shall thereafter refrain from taking any
          action purportedly on behalf of the Company.

3.   Compensation.
     -------------

     (a)  Annual Compensation.  In consideration for your services under this
          -------------------
          Agreement, you shall be paid a salary at the annual rate of three
          hundred thousand dollars ($300,000.00) (your "Base Salary"), payable
          in such installments as the Company generally pays salary to its
          employees, less any amounts required to be withheld

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          under applicable law. Your Base Salary shall be reviewed by the Board
          of Directors or the Compensation Committee thereof annually, within
          ninety (90) days after calendar year-end, and shall be increased (but
          not decreased) as the Board or such committee may determine in their
          sole discretion, effective as of January 1 of each year during the
          Term (including any renewals thereof).

     (b)  Annual Incentive Bonus.  In addition to the foregoing, you shall be
          ----------------------
          eligible to receive an annual incentive bonus of up to two hundred
          thousand dollars ($200,000.00), such bonus to be paid in quarterly
          installments in the first year of the Term and annually thereafter in
          such amounts as the Board of Directors or Compensation Committee or
          their designee may determine in its sole discretion in recognition of
          your performance and that of the Company in obtaining such performance
          goals as the Board of Directors or Compensation Committee or their
          designee may establish (any such annual incentive bonus is hereinafter
          referred to as your "Annual Incentive Bonus").  Upon any termination
          of your employment by the Company without Cause or by a Constructive
          Termination, you shall receive a prorated portion of the maximum
          Annual Incentive Bonus based on the proportion of the calendar year
          through the termination date and your partial percentage
          accomplishment or complete accomplishment of the performance goals set
          for you, and such Bonus will be paid at such time as the Bonus is
          determined and paid to the Company's senior executives.  At all times,
          the amount of the Annual Incentive Bonus and the criteria on which the
          Annual Incentive Bonus is based are at the sole discretion of the
          Board of Directors or Compensation Committee or their designee.

     (c)  Stock Option Eligibility.  The Company will grant you an option to
          ------------------------
          purchase four hundred thousand (400,000) shares of the Company's
          common stock, the terms of which shall be set forth in a stock option
          agreement approved by the Board of Directors ("Stock Option
          Agreement") and executed simultaneously herewith.  Such options will
          vest according to the terms of the Stock Option Agreement and shall be
          "non-qualified stock options".

     (d)  Termination Without Cause or by a Constructive Termination.  In the
          ----------------------------------------------------------
          event your employment shall be terminated during the Term by the
          Company without Cause or by a Constructive Termination, you shall be
          entitled to receive payment of an amount equal to twelve (12) months
          of your annual Base Salary in effect immediately prior to such
          termination plus a pro-rated portion of your maximum Annual Incentive
          Bonus for such fiscal year in accordance with Section 3(b).  Such
          payments shall be made by the Company in accordance with its then
          established payroll practices (but no later than thirty (30) days
          after such termination) and such payments shall be less any applicable
          federal, state, local or other employment-related deductions.
          Notwithstanding any termination of your employment, you shall continue
          to be bound by the provisions of this Agreement.  The Company shall
          have no obligation to make or continue any payment pursuant to this

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          Section unless you are in material compliance with your obligations
          under Section 5 and have signed the Release as set forth in Section
          3(i).

     (e)  Termination with Cause or by You during Term.  In the event your
          --------------------------------------------
          employment shall be terminated during the Term by the Company for
          Cause or by you voluntarily (which shall not include any Constructive
          Termination), no further compensation or benefits of any kind shall be
          payable or provided to you hereunder, except for any amounts and
          benefits then accrued but unpaid and health insurance benefits
          required by applicable law; provided, however, that you shall continue
          to be bound by the terms and conditions of this Agreement.

     (f)  Terminations Due to Death or Disability.  In the event your employment
          ---------------------------------------
          shall be terminated during the Term by the Company due to your death
          or Disability, you or your estate, as the case may be, shall be
          entitled to receive any salary and benefits accrued but unpaid as of
          the date of termination.  The Company shall have no other obligations
          to you under such circumstances except as set forth in the preceding
          sentence.

     (g)  Expiration Occasioned by Company. If the Company determines under
          --------------------------------
          Section 2(a) above that the Term shall not be extended despite your
          desire to extend such Term, and, subject to any earlier termination of
          this Agreement in accordance with its terms, in which case this
          Section 3(g) shall not apply, you shall be entitled to receive payment
          of an amount equal to twelve (12) months of your annual Base Salary
          then in effect immediately prior to such termination plus a pro-rated
          portion of your maximum Annual Incentive Bonus for such fiscal year.
          Such payments shall be made by the Company in accordance with its then
          established payroll practices (but no later than thirty (30) days
          after such termination) and shall be less any applicable federal,
          state, local or other employment-related deductions.  Furthermore, if
          the Company decides not to extend the Term, then you shall be entitled
          to the continuation of benefits set forth in Section 3(h). The Company
          shall have no obligation to make or continue any payment pursuant to
          this Section unless you are in material compliance with your
          obligations under Section 5 and have signed the Release as set forth
          in Section 3(i).

     (h)  Continuation of Benefits.  In the event your employment hereunder is
          ------------------------
          terminated by the Company for Cause or by you voluntarily (which shall
          not include any Constructive Termination), then you may continue your
          medical and dental benefits pursuant to the Consolidated Omnibus
          Budget Reconciliation Act of 1985 ("COBRA") at your own cost.  If your
          employment hereunder is terminated during the Term by the Company
          without Cause or pursuant to Section 3(g) or by a Constructive
          Termination, and you choose to continue your benefits pursuant to
          COBRA, the Company will reimburse you for the cost of the medical and
          dental premiums for a period of eighteen (18) months, after which you
          may continue the benefits at your own cost for the period of time
          required by COBRA.  The

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          Company shall have no obligation to reimburse you for the cost of the
          medical and dental premiums, unless you are in material compliance
          with your obligations under Section 5 and have signed the Release as
          set forth in Section 3(i).

     (i)  Waiver and Release of Claims.  The Company's obligation to make any
          ----------------------------
          payments pursuant to Sections 3(d), (g) or (h) of this Agreement shall
          be conditioned upon your agreement to sign a Release substantially in
          the form attached hereto as Exhibit B on or within ten (10) days of
                                      ---------
          your receipt of the Company's written request to do so. In the event
          that you fail to or choose not to sign such Release within the time
          period set forth in the previous sentence, the Company shall have no
          obligation to make such payments or to accelerate your options if such
          acceleration otherwise would be required by the terms of the Stock
          Option Agreement relating to terminations by the Company without Cause
          or by a Constructive Termination.

4.   Benefits and Reimbursement of Expenses.
     ---------------------------------------

     (a)  Vacation.  You shall be entitled to four (4) weeks of paid vacation
          --------
          leave per year.  Upon termination of employment, the Company shall pay
          you only for earned but unused vacation time up to a maximum of four
          (4) weeks.  You shall not be entitled to any compensation for unused
          vacation time except as described in this Section 4(a).

     (b)  Benefits.  In connection with your employment hereunder, you shall be
          --------
          entitled to participate in any employee benefit plans which the
          Company provides or may establish generally for the benefit of its
          senior executive employees of comparable status (including, without
          limitation, any group life, health, dental and other insurance plans).
          The Company shall provide you with group life insurance in an amount
          equal to two (2) times your annual Base Salary on the date of issuance
          of the policy and disability insurance as provided by the Company
          generally for the benefit of its senior executive employees.

     (c)  Home Business Equipment.  If requested, the Company will supply you
          -----------------------
          with ordinary and reasonable home business equipment for your use
          during the Term of this Agreement.  Upon the termination of this
          Agreement or at the request of the CEO, you agree to return such
          equipment to the Company within ten (10) days of the termination or
          request, whichever is applicable.  In the event the equipment is
          broken or displays signs other than ordinary wear and tear or if you
          fail to return such equipment, the Company reserves the right to
          deduct the replacement cost of such equipment from your paycheck and
          you hereby authorize the Company to withhold any amount due from your
          paycheck.

     (d)  Reimbursement of Expenses.  You shall be entitled to reimbursement for
          -------------------------
          ordinary and reasonable out-of-pocket business expenses, including but
          not

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          limited to air travel (which shall be coach class but may be upgraded
          to business class for any flights greater than three hours in
          duration) and hotel accommodations, which are reasonably incurred by
          you in furtherance of the Company's business, and otherwise in
          accordance with reasonable policies adopted from time to time by the
          Company.

5.   Noncompetition, Nonsolicitation, Nondisclosure, Assignment of Work
     ------------------------------------------------------------------
     Product, and Nondisparagement.
     ------------------------------

     (a)  Acknowledgments.  You  acknowledge that:  (i) the Company currently is
          ----------------
          in the business of assisting other companies to conduct electronic
          commerce over the Internet ("E-Commerce").  In particular, the Company
          currently develops and distributes computer software that enables
          companies to conduct E-Commerce, provides consulting services to
          companies concerning the market for E-Commerce and methods to improve
          one's business by conducting E-Commerce, assists companies in building
          their E-Commerce web sites by implementing the Company's software or
          software created by third parties, and creates, hosts and manages web
          sites and other E-Commerce applications created by the Company or
          third parties.  The Company and you recognize that the Company may
          engage in additional or different lines of business during the Term,
          and therefore agree that this Agreement shall apply to these
          additional or different lines of business; (ii) the Company has
          developed a significant reputation and goodwill in its industry
          throughout the United States and abroad; (iii) the success of the
          Company's business depends upon the continued confidentiality of its
          proprietary information and trade secrets; (iv) you are or will be
          employed by the Company in a position of trust and confidence and in a
          capacity in which you have or will become familiar with the Company's
          confidential information and trade secrets; and (v) in the course of
          your employment or through the use of Company facilities or resources,
          you may have or may in the future have contributed to the development
          of Company trade secrets and confidential business information.

     (b)  Noncompetition.
          --------------

          (i)  During the period of employment, and for a period of one (1) year
               after termination of such employment (for any reason, whether
               voluntary or involuntary), you will not perform the same or
               similar services for a Direct Competitor, Customer or Partner of
               the Company that you performed for the Company.

               (A)  A Direct Competitor of the Company is a person or entity
                    that is compared to OneSoft as materially competitive or
                    compared to any direct competitor (except IBM or Microsoft)
                    as materially competitive, by any of the investment, banking
                    and analyst organizations listed on Exhibit C hereto.  A
                                                        ---------
                    non-exclusive list

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<PAGE>

                    of such entities is attached hereto at Exhibit D.
                                                           ---------

               (B)  A Customer of the Company is a person or entity that the
                    Company has billed for services within the twelve (12)
                    months preceding your termination of employment with the
                    Company, provided that this definition shall include only
                             -------------
                    those Customers with which you were substantially involved
                    in the solicitation of, negotiations with, or performance of
                    services for such Customer.

               (C)  A Partner of the Company is a person or entity that has
                    entered into, or is in negotiations with the Company to
                    enter into, a written agreement with the Company to provide
                    internet or e-commerce solutions or other services to
                    customers of OneSoft and/or the Partner or their licensees,

                    provided that this definition shall include only those
                    -------------
                    Partners with which you were substantially involved in the
                    negotiations.

          (ii) The restriction in this Agreement precluding you from performing
               services for a Direct Competitor, Customer or Partner does not
               preclude you from working in the high technology industry, the
               software industry, the Internet industry, the E-Commerce
               industry, or otherwise in a completely different capacity or
               other than on behalf of a Direct Competitor, Customer or Partner
               of the Company.  Notwithstanding anything else to the contrary in
               this Section 5(b), you shall be permitted to accept such
               employment with either a Customer or a Partner upon termination
               of your employment with the Company if (A) such Customer or
               Partner is not a Direct Competitor of the Company listed on
               Exhibit D, (B) you demonstrate to the Company that such
               employment would not be materially detrimental to the business of
               the Company solely by reason of your employment by such Customer
               or Partner, and (C) you obtain the Company's written
               authorization to accept such employment, which shall be based
               upon your demonstration that such employment would not be
               materially detrimental to the business of the Company and which
               shall not be unreasonably withheld or delayed.

     (c)  Nonsolicitation.
          ---------------

          (i)  Customers, Partners & Business.  During your employment with the
               ------------------------------
               Company and for a period of one (1) year after termination of
               such employment (for any reason, whether by you or by the
               Company, with or without Cause, by Constructive Termination or
               non-renewal of the term of this Agreement), you will not directly
               or indirectly, either for yourself or for any other person,
               business, partnership, association, firm, company or corporation,
               call upon, solicit, divert, take away or attempt to solicit,

                                      -8-
<PAGE>

               divert or take away, (A) any of the Customers (as that term has
               been defined in Section 5(b)), (B) any of the prospective
               customers being solicited actively by the Company at the time of
               your termination for which you have had substantial involvement
               in the solicitation during the twelve (12) months prior to your
               termination, (C) any of the Partners (as that term has been
               defined in Section 5(b)), and (D) any of the prospective partners
               with whom the Company is actively negotiating at the time of your
               termination for which you have had substantial involvement in the
               negotiations during the twelve (12) months prior to your
               termination.

          (ii) Employees.  During your employment with the Company and for a
               ---------
               period of one (1) year thereafter, you will not solicit, recruit,
               attempt to recruit, hire, or attempt to hire any employee(s) of
               the Company at the time of termination on behalf of any business,
               firm, company, partnership, association, corporation or any other
               entity other than the Company.

     (d)  Nondisclosure.
          -------------

          (i)  During your employment with the Company and for a period of five
               (5) years after termination of such employment, you will not at
               any time, for any reason whatsoever (other than as necessary and
               proper to promote and advance the business of the Company),
               reveal to any person, association or company any confidential
               information concerning the organization, including, but not
               limited to, information about employees; sales and marketing
               operations; corporate reorganization, merger, consolidation;
               sales or marketing plans and strategies; pricing policies;
               vendor, customer or client lists and accounts; the business,
               finances or financial information, technology, formulae,
               research, development, models, computer programs, designs,
               descriptions, blueprints, data, information, or the existence or
               betterment of possible new uses or applications for any product
               or service, of the Company or of any of its customers, clients,
               supplies, consultants, licensees, or others with which the
               Company does business ("Business Partners") so far as you may
               have come or may come to know of them through your performance of
               your duties to the Company, except (i) as may be required in the
               ordinary course of performing your duties as an employee,
               officer, or director of the Company, or (ii) as may be disclosed
               generally in the public domain through no fault of yours, or
               (iii) as required by law.  You agree that you shall keep secret
               all such matters entrusted to you and shall not use or attempt to
               use any such information in any manner for your private purposes
               or in any manner which may injure or cause loss to the Company,
               whether directly or indirectly.

          (ii) During your employment and at anytime thereafter, you will not at
               any time, for any reason whatsoever (other than as necessary and
               proper to

                                      -9-
<PAGE>

               promote and advance the business of the Company), reveal to any
               person, association or company any Trade Secrets/1// of the
               Company, including but not limited to Trade Secrets regarding
               Company software, customer lists, plans, documents, technology,
               formulae, research, development, models, computer programs,
               designs, descriptions, blueprints, data, or financial or other
               business information, except (i) as may be required in the
               ordinary course of performing your duties as an employee,
               officer, or director of the Company, or (ii) as may be disclosed
               generally in the public domain through no fault of yours, or
               (iii) as required by law. You agree that you shall keep secret
               all such matters entrusted to you and shall not use or attempt to
               use any such information in any manner for your private purposes
               or in any manner which may injure or cause loss to the Company,
               whether directly or indirectly.


     (e)  Assignment of Work Product.
          --------------------------

          (i)  Any and all right of interest that you may develop in any
               designs, inventions, original works of authorship, innovations,
               improvements, developments, modifications, know-how, technology,
               process, management reports, internal reports and memoranda,
               customer lists, marketing plans or pricing policies, whether or
               not patentable ("Employee Work Product"), that you conceived,
               reduced to practice, devised, developed, or incorporated in
               Company products or services, either alone or jointly, or to
               which you otherwise contributed during the term of your
               employment, insofar as it may directly or indirectly relate to or
               arise out of employment with the Company or the use of Company
               resources ("Company Work Product") are the sole, absolute and
               exclusive property of the Company, and you will promptly make a
               complete disclosure of all Company Work Product to the Company.
               You hereby assign to the Company all rights in all Company Work
               Product.

          (ii) You expressly acknowledge and agree that you have disclosed to
               the Company in writing prior to signing this agreement any and
               all designs, inventions, original works of authorship,
               innovations, improvements, developments, modifications, know-how,
               technology, process,

------------------------
/1//   For the purposes of Section 5, the term "trade secrets" shall be given
its broadest interpretation under Virginia law and shall include, but not be
limited to, information, including a formula, pattern, compilation, program,
device, method, technique or process, that: (i) derives independent economic
value, actual or potential, from not being generally known to, and not being
readily ascertainable by proper means by, other persons who can obtain economic
value from its disclosure or use, and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.

                                      -10-
<PAGE>

               management reports, internal reports and memoranda, customer
               lists, marketing plans or pricing policies (collectively
               "Intellectual Property").

               (A)  You agree that you will not incorporate into any work
                    performed for the Company any such Intellectual Property
                    without the express written permission of OneSoft, and, with
                    respect to any Intellectual Property that is incorporated
                    into any work performed for the Company with the Company's
                    express written permission, you hereby grant to the Company
                    a royalty-free, irrevocable license throughout the world to
                    use, disclose, publish, translate, reproduce, deliver,
                    perform, dispose of, and to authorize others so to do, all
                    such Intellectual Property.

               (B)  With respect to any Intellectual Property which you have not
                    disclosed to the Company pursuant to this Section 5(e)(ii)
                    but which is incorporated into Company products or services
                    or brought to the Company for use in the Company products or
                    services or which you have disclosed to the Company but
                    incorporated into work performed for the Company without the
                    Company's express written permission, you hereby assign to
                    the Company all rights in all such Intellectual Property in
                    accordance with Section 5(e)(i).

         (iii) At the request and expense of the Company but without charge to
               the Company, you will do all acts and things as may be necessary
               to confirm and vest the entire right, title and interest in the
               Company Work Product in the Company and to secure to the Company
               full protection of the same, including without limitation, the
               execution and delivery of assignments, patent applications and
               other documents or papers, whether during your employment with
               the Company or any time after termination of employment.  In
               order to confirm the Company's rights, you also will assign to
               the Company any and all copyrights and reproduction rights to any
               written material prepared by you in connection with your
               employment.

          (iv) Except as specified in Section 5(e)(ii) and/or materials in the
               public domain, all Employee Work Product furnished by you to the
               Company will be Company Work Product and will not to the best of
               your knowledge or belief violate or infringe upon any right,
               patent, copyright, trademark or right of privacy, or constitute
               libel or slander against or violate any other rights of any
               person, firm or corporation.

     (f)  Works Made For Hire.  All original works of authorship and other such
          -------------------
          Work Product which are made by you (solely or jointly with others)
          within the scope of

                                      -11-
<PAGE>

          your employment and which are protectable by copyright are "works made
          for hire," pursuant to United States Copyright Act (17 U.S.C. Section
          101).

     (g)  Nondisparagement.  During your employment with the Company and for a
          ----------------
          period of three (3) years after termination of such employment, you
          will not make any statements that are professionally or personally
          disparaging about, or adverse to, the interests of the Company
          (including its officers, directors and management employees)
          including, but not limited to, any statements that disparage any
          person, product, service, finances, financial condition, capability or
          any other aspect of the business of the Company, and you will not
          engage in any conduct which is intended to harm professionally or
          personally the reputation of the Company (including its officers,
          directors and management employees), provided, however, that, this
                                               --------  -------  ----
          Section shall not prohibit you from exercising any legal rights or
          obligations you may have to file complaints with or participate in any
          investigations by, any government agency.

     (h)  Reasonableness of Restrictions.  You recognize and acknowledge that
          ------------------------------
          (i) the types of employment which are prohibited by this Section 5 are
          narrow and reasonable in relation to the skills which represent your
          principal basis of employability with the Company and with other
          prospective employers, and (ii) the temporal and specific but broad
          geographic scope of the provisions of this Section 5 are reasonable,
          legitimate and fair to you, and necessary to protect the legitimate
          interests of the Company.

     (i)  Survival of Acknowledgments and Agreements.  Your acknowledgments and
          ------------------------------------------
          agreements set forth in this Section 5 shall survive, in accordance
          with their respective terms, the expiration or termination of this
          Agreement and the termination of your employment with the Company for
          any reason.

6.   Disclosure to Future Employers.  You agree that during the term of your
     -------------------------------
     employment by the Company and for five years thereafter you will provide,
     and the Company may similarly provide in its discretion, a copy of the
     covenants contained in Section 5 of this Agreement to any enterprise which
     you may, directly or indirectly, own, manage, operate, finance, join,
     control or in which you participate in the ownership (other than ownership
     of less than five percent (5%) of a publicly traded company), management,
     operation, financing, or control, or with which you may be involved as an
     officer, director, employee, partner, principal, agent, representative,
     consultant or otherwise.

7.   Records.  Upon termination of your relationship with the Company, you shall
     --------
     deliver to the Company any property of the Company which may be in your
     possession, including products, materials, computer disks, memoranda,
     notes, records, reports, and other documents, including but not limited to
     all copies of the same.

8.  No Conflicting Agreements.  You hereby represent and warrant that you have
    --------------------------
     no

                                      -12-
<PAGE>

     commitments or obligations inconsistent with this Agreement and you hereby
     agree to indemnify and hold the Company harmless from and against loss,
     damage, liability or expense arising from any claim based upon
     circumstances alleged to be inconsistent with such representation and
     warranty.

9.  Indemnification.  During the period of your employment hereunder and
    ----------------
    thereafter, the Company will indemnify you in your capacity as an officer
    and employee of the Company or any Affiliate thereof to the maximum extent
    permitted under applicable state law and the Company's Charter and By-laws.
    In addition, in the event that you are elected as a director of the Company
    or any Affiliate thereof, the Company will indemnify you in your capacity as
    a director of the Company or such Affiliate to the maximum extent permitted
    under applicable state law and the Company's Charter and Bylaws. Without
    limiting the foregoing, the Company will pay all expenses incurred by you in
    accordance with Section 145(e) of the Delaware General Corporation Law.

10.  General.
     --------

     (a)  Notices.  All notices, requests, consents and other communications
          -------
          hereunder shall be in writing, shall be addressed to the receiving
          party's address set forth below or to such other address as a party
          may designate by notice hereunder, and shall be either (i) delivered
          by hand, (ii) sent by nationally recognized overnight courier service,
          (iii) made by facsimile transmission, or (iv) sent by registered or
          certified mail, return receipt requested, postage prepaid:

          If to the Company:          OneSoft Corporation
                                      1505 Farm Credit Drive
                                      McLean, VA  22102
                                      Attn:  James W. MacIntyre IV

          with a copy to:             Mintz, Levin, Cohn, Ferris, Glovsky &
                                       Popeo, PC
                                      One Financial Center
                                      Boston, MA 02111
                                      Attn:  Robert M. Gault, Esquire

          If to you:                  John L. Wyatt


          All notices, requests, consents and other communications hereunder
          shall be deemed to have been given either (i) if by hand, at the time
          of the delivery thereof to the receiving party at the address of such
          party set forth above, (ii) if sent by overnight courier, on the next
          business day following the day such notice is delivered to the courier
          service, (iii) if made by facsimile transmission, at the time that
          receipt thereof has been acknowledged by electronic confirmation or

                                      -13-
<PAGE>

          otherwise, or (iv) if sent by registered mail, on the fifth business
          day following the day such mailing is made.

     (b)  Entire Agreement.  This Agreement embodies the entire agreement and
          ----------------
          understanding between the parties hereto with respect to the subject
          matter hereof and supersedes all prior or contemporaneous oral or
          written agreements and understandings relating to the subject matter
          hereof.  No statement, representation, warranty, covenant or agreement
          of any kind not expressly set forth in this Agreement shall affect, or
          be used to interpret, change or restrict, the express terms and
          provisions of this Agreement.

     (c)  Modifications and Amendments.  The terms and provisions of this
          ----------------------------
          Agreement may be modified or amended only by written agreement
          executed by the parties hereto.

     (d)  Waivers and Consents.  The terms and provisions of this Agreement may
          --------------------
          be waived, or consent for the departure therefrom granted, only by
          written document executed by the party entitled to the benefits of
          such terms or provisions.  No such waiver or consent shall be deemed
          to be or shall constitute a waiver or consent with respect to any
          other terms or provisions of this Agreement, whether or not similar.
          Each such waiver or consent shall be effective only in the specific
          instance and for the purpose for which it was given, and shall not
          constitute a continuing waiver or consent.

     (e)  Parties.  This Agreement is personal and shall in no way be subject to
          -------
          assignment by you except as contemplated hereby.  This Agreement shall
          be binding upon and shall inure to the benefit of the Company and its
          successors and assigns either by merger, operation of law,
          consolidation, assignment, purchase or other acquisition of a
          controlling interest in the business of the Company, and shall be
          binding upon and shall inure to your benefit and that of your heirs,
          executors, administrators, personal and legal representatives,
          distributees, devisees, legatees, successors and permitted assigns.
          If you should die while any amounts would still be payable to you
          hereunder (other than amounts to which you would be entitled by reason
          of continued employment), all such amounts, unless otherwise provided
          herein, shall be paid in accordance with the terms of this Agreement
          to your devisees, legatees or other designee or, if there be no such
          designee, to your estate.  The Company agrees that a successor in
          interest by merger, operation of law, consolidation, assignment,
          purchase or other acquisition of a controlling interest in the
          business of the Company will be informed prior to such event of the
          existence of this Agreement.

     (f)  Governing Law.  This Agreement and the rights and obligations of the
          -------------
          parties hereunder shall be construed in accordance with and governed
          by the law of the Commonwealth of Virginia, without giving effect to
          the conflict of law principles thereof.

                                      -14-
<PAGE>

     (g)  Dispute Resolution.  Any dispute arising with respect to this
          ------------------
          Agreement shall be submitted to arbitration in the greater Washington,
          D.C. metropolitan area under the rules of the American Arbitration
          Association (the "AAA") before a single arbitrator jointly selected by
          the parties or, if they shall not have agreed on an arbitrator within
          (10) days after receipt by one of them of written notice from the
          other of the existence of a dispute, a single arbitrator selected by
          the AAA in accordance with its rules. The decision of the arbitrator
          shall be final and binding on the parties and the arbitrator may award
          costs and expenses to and among the parties in accordance with the
          arbitrator's determination of the extent to which the parties shall
          have prevailed in the arbitration.

     (h)  Severability.  In the event that any arbitrator or court of competent
          ------------
          jurisdiction shall determine that any provision, or any portion
          thereof, contained in this Agreement shall be invalid or unenforceable
          in any respect, then such provision shall be deemed limited to the
          extent that such arbitrator or court deems it valid and enforceable,
          and as so limited shall remain in full force and effect.  In the event
          that such arbitrator or court shall deem any such provision, or
          portion thereof, wholly invalid or unenforceable, the remaining
          provisions, or portions of such provision, of this Agreement shall
          nevertheless remain in full force and effect.

     (i)  Injunctive Relief.  You hereby expressly acknowledge that,
          -----------------
          notwithstanding any other provision hereof, including but not limited
          to Section 10(g), any breach or threatened breach of any of the terms
          and/or conditions set forth in Section 5 of this Agreement will result
          in immediate, substantial, continuing and irreparable injury to the
          Company.  Therefore, you hereby agree that, in addition to any other
          remedy that may be available to the Company, the Company shall be
          entitled to injunctive or other equitable relief by a court of
          competent jurisdiction in the event of any breach or threatened breach
          of the terms of Section 5 of this Agreement.

     (j)  No Waiver of Rights, Powers and Remedies.  No failure or delay by a
          ----------------------------------------
          party hereto in exercising any right, power or remedy under this
          Agreement, and no course of dealing between the parties hereto, shall
          operate as a waiver of any such right, power or remedy of the party.
          No single or partial exercise of any right, power or remedy under this
          Agreement by a party hereto, nor any abandonment or discontinuance of
          steps to enforce any such right, power or remedy, shall preclude such
          party from any other or further exercise thereof or the exercise of
          any other right, power or remedy hereunder.  The election of any
          remedy by a party hereto shall not constitute a waiver of the right of
          such party to pursue other available remedies.  No notice to or demand
          on a party not expressly required under this Agreement shall entitle
          the party receiving such notice or demand to any other or further

                                      -15-
<PAGE>

          notice or demand in similar or other circumstances or constitute a
          waiver of the rights of the party giving such notice or demand to any
          other or further action in any circumstances without such notice or
          demand.

     (k)  Interpretation.  The parties hereto acknowledge and agree that: (i)
          --------------
          each party and its or his counsel reviewed and negotiated the terms
          and provisions of this Agreement and have contributed to its revision;
          (ii) the rule of construction to the effect that any ambiguities are
          resolved against the drafting party shall not be employed in the
          interpretation of this Agreement; and (iii) the terms and provisions
          of this Agreement shall be construed fairly as to all parties hereto
          and not in favor of or against any party, regardless of which party
          was generally responsible for the preparation of this Agreement.

     (l)  Counterparts.  This Agreement may be executed in one or more
          ------------
          counterparts, and by different parties hereto on separate
          counterparts, each of which shall be deemed an original, but all of
          which together shall constitute one and the same instrument.

     (m)  Effective Date.  This Agreement is conditioned on and shall not take
          --------------
          effect without the approval of the Board of Directors of the Company.
          The Effective Date of this Agreement shall be the date that such
          approval is obtained.

If the foregoing accurately sets forth our agreement, please so indicate by
signing and returning to us the enclosed copy of this letter, whereupon this
letter shall become a binding agreement between us as of the date signed by the
Secretary of the Board of Directors.  This offer will expire on February 25,
2000.

                                        Very truly yours,

                                        ONESOFT CORPORATION

                                        By: /s/ James W. MacIntyre, IV
                                        ------------------------------------

ACCEPTED AND AGREED TO:


/s/ John L. Wyatt
--------------------------
John L. Wyatt
                                        Approved:

                                        /s/ Paul D. Economon
                                        ------------------------------------
                                        Secretary of the Board of Directors

                                        Date: 2-24-00
                                              ----------------------

                                      -16-
<PAGE>

                                   EXHIBIT A
                                   ---------


1.    .COM Group

2.    Public Interest Breakthroughs

                                      -17-
<PAGE>

                                   EXHIBIT B
                                   ---------


                                    RELEASE

In consideration of the payments ("Severance Pay") to be made by OneSoft
Corporation (the "Company") pursuant to Section 3 of my Employment Agreement
which I entered into with the Company on February __, 2000, I, John L. Wyatt,
hereby agree and acknowledge as follows:

I hereby waive my right to assert any form of legal claim against the Company/2/
whatsoever for any alleged action, inaction or circumstance existing or arising
from the beginning of time through ________________ (the "Separation Date") with
respect to my employment relationship with the Company or the termination
thereof.  My waiver and release herein is intended to bar any form of legal
claim, charge, complaint or any other form of action (jointly referred to as
"Claims") against the Company seeking any form of relief including, without
limitation, equitable relief (whether declaratory, injunctive or otherwise), the
recovery of any damages or any other form of monetary recovery whatsoever
(including, without limitation, back pay, front pay, compensatory damages,
emotional distress damages, punitive damages, attorneys fees and any other
costs) against the Company, for any alleged action, inaction or circumstance
existing or arising through the "Separation Date" with respect to my employment
relationship with the Company or the termination thereof.

Without limiting the foregoing general waiver and release, I specifically
release the Company from and waive my right to bring any Claim arising from or
related to my employment relationship with the Company or the termination
thereof, including, without limitation:

     **   Claims under any state or federal discrimination, fair employment
          practices or other employment related statute, regulation or executive
          order (as they may have been amended through the Change in Status
          Date) prohibiting discrimination or harassment based upon any
          protected status including, without limitation, race, national origin,
          age, gender, marital status, disability, veteran status or sexual
          orientation.  Without limitation, specifically included in this
          paragraph are any Claims arising under the federal Age Discrimination
          in Employment Act, the Older Workers Benefit Protection Act, the Civil
          Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of
          1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans
          With Disabilities Act and any similar Virginia or other state statute.

     **   Claims under any other state or federal employment related statute,
          regulation or

-----------------
/2/   For the purposes of this Release, the parties agree that the term
"Company" shall include OneSoft Corporation, its divisions, affiliates, parents
and subsidiaries, and its and their respective officers, directors, employees,
agents and assigns.

                                      -18-
<PAGE>

          executive order (as they may have been amended through the Separation
          Date) relating to wages, hours or any other terms and conditions of
          employment. Without limitation, specifically included in this
          paragraph are any Claims arising under the Fair Labor Standards Act,
          the Family and Medical Leave Act of 1993, the National Labor Relations
          Act, the Employee Retirement Income Security Act of 1974, the
          Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any
          similar Virginia or other state statute.

     **   Claims under any state or federal common law theory based on wrongful
          discharge, breach of express or implied contract, promissory estoppel,
          unjust enrichment, breach of a covenant of good faith and fair
          dealing, violation of public policy, interference with contractual
          relations, intentional or negligent infliction of emotional distress,
          invasion of privacy,  or negligence.


Signed this __ day of ___________, 20__



___________________________________
John L. Wyatt

                                      -19-
<PAGE>

                                   EXHIBIT C
                                   ---------


1.    DB Alex Brown

2.    Forrester

3.    Meta

4.    Gartner

                                      -20-
<PAGE>

                                   EXHIBIT D
                                   ---------


1.    Broadvision

2.    Interworld

3.    Vignette

4.    Art Technology Group

5.    International Business Machines

6.    Microsoft Corporation

7.    Open Market

8.    Blue Martini

9.    Space Works, Inc.

10.   Allaire

11.   Intershop

                                      -21-