<PAGE>

                                                                   EXHIBIT 10.6


                        SEPARATION AND RELEASE AGREEMENT
                                     BETWEEN
                                DOUGLAS R. DEASON
                                       AND
                         PRECEPT BUSINESS SERVICES, INC.

         This Separation Agreement and Release ("the Agreement" or the
"Separation and Release Agreement") is made and entered into by and between
Douglas R. Deason (hereafter "Employee" or "You") and Precept Business
Services, Inc. (hereinafter referred to as the "Company" or "Employer")
(Employee and the Company are sometimes referred to collectively as the
"Parties").

                                   WITNESSETH:

         WHEREAS, Employee and the Company mutually agree to terminate their
employment relationship as it currently exists; and

         WHEREAS, Employee and the Company mutually agree that the effective
date of the termination of such relationship will be September 15, 2000; and

         WHEREAS, Employee and the Company mutually desire to have an ongoing
consulting relationship whereby the Company may, from time to time, consult
with Employee regarding various issues relating to the business of the
Company; and

         WHEREAS, Employee desires to provide such consulting services; and

         NOW, THEREFORE, in consideration of the premises and mutual promises
herein contained, it is agreed as follows:

1.       This Agreement supersedes any and all other Agreements, written or
         verbal, which may exist between the Company and Employee except for the
         Consulting Services Agreement which is attached hereto as Exhibit A and
         the Confidentiality Agreement which is attached hereto as Exhibit B,
         both of which are incorporated by reference as if set forth fully
         herein. This Agreement shall be of no force or effect unless and until
         Employee executes and delivers to Company the Consulting Services
         Agreement and the Confidentiality Agreement.

2.       It is further expressly agreed by the Parties that this Agreement shall
         become effective on September 15, 2000 (the "Effective Date").

3.       The Company agrees that on or before September 30, 2000, it shall pay
         to Employee in one lump sum payment subject to the usual deductions for
         federal payroll taxes and benefits, a total payment of $125,000.00 (ONE
         HUNDRED TWENTY-FIVE THOUSAND DOLLARS AND NO CENTS) as the remainder of
         his 1999 Management Performance Bonus.


SEPARATION AND RELEASE AGREEMENT - PAGE 1

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4.       In satisfaction of its obligation under paragraph 3(A) of the
         Consulting Services Agreement, the Company agrees that it shall pay to
         employee $250,000.08 (TWO HUNDRED FIFTY THOUSAND DOLLARS AND EIGHT
         CENTS) payable in 24 equal semi-monthly installments of $10,416.67 (TEN
         THOUSAND FOUR HUNDRED SIXTEEN DOLLARS AND SIXTY SEVEN-CENTS).

5.       On or before October 1, 2000 you will return all of the Company's
         property in your possession including, but not limited to, records,
         manuals, memorandums, documents, keys, access cards, any phone cards,
         and all of the tangible and intangible property belonging to the
         Company and relating to your employment with the Company, except that
         the Company agrees that you may retain and shall be the owner of all of
         the furniture in Your office, including the portable computer and
         accessories previously provided by the Company. You shall, however,
         make this computer available to the Company by October 1, 2000, so that
         the Company can purge the hard drive of any confidential and
         proprietary information relating to the Company. You agree that you
         will not retain any copies or summaries, electronic or otherwise, of
         such property.

6.       The Company further agrees that You shall retain in Your possession for
         Your use the automobile currently leased by the Company, a 1997 Jaguar
         XK8 two door convertible, account number 950110230342. The Company
         agrees that it shall continue to make payments toward such lease in the
         amount of $1,298.06 for the months of September, October, November, and
         December of 2000, and the month of January, 2001. You agree to return
         the vehicle in accordance with the terms and conditions of the lease
         and You further agree that You will be responsible for paying any fees
         or damages assessed under the terms of the lease other than the five
         payments of $1,298.06 described above. Beginning February 1, 2001, the
         Company will pay You a monthly automobile allowance in the amount of
         $1,300.00 and will make six such monthly payments for the months of
         February, March, April, May, June, July, and August of 2001. For the
         month of September, 2001, the Company will pay You an automobile
         allowance of $650.00.

7.       The Company agrees to maintain in full force and effect, from September
         15, 2000, to September 15, 2001, Precept's health, disability and life
         insurance currently available to you to the same extent and in the same
         manner as would be available to you as if you had remained a normal
         employee of Precept; provided, however, any procedure deemed ineligible
         pursuant to any Plan guidelines in connection with the above mentioned
         benefits will not be provided or paid for by Precept.

8.       As a material inducement to the Company to enter into this Agreement
         and subject to the terms of this paragraph, Employee hereby irrevocably
         and unconditionally releases, acquits and forever discharges the
         Company and each of the Company and its parent, owners, stockholders,
         predecessors, successors, assigns, agents, directors, officers,
         employees, representatives, attorneys, divisions, subsidiaries,
         affiliates and all persons acting by, through, under or in concert with
         any of them, (collectively "Releasees"), from any and all


SEPARATION AND RELEASE AGREEMENT - PAGE 2

<PAGE>



         charges, complaints, claims, liabilities, obligations, promises,
         agreements, controversies, damages, actions, causes of action, suits,
         rights, demands, costs, losses, debts and expenses (including
         attorneys' fees and costs actually incurred), of any nature whatsoever,
         known or unknown ("Claim" or "Claims") which Employee now has, owns,
         holds, or which Employee at any time heretofore had, owned, or held
         against each of the Releasees, including, but not limited to: (a) all
         Claims under Title VII of the Civil Rights Act of 1964, as amended, or
         any analogous state law claim; (b) all Claims under the Employee
         Retirement Income Security Act of 1974, as amended; (c) all Claims
         arising under the Americans With Disabilities Act of 1990, as amended;
         (d) all Claims arising under the Family and Medical Leave Act of 1993,
         as amended; (e) all Claims related to Employee's employment with the
         Company; (f) all Claims of unlawful discrimination based on age, sex,
         race, religion, national origin, handicap, disability, equal pay,
         sexual orientation or otherwise; (g) all Claims of wrongful discharge,
         breach of an implied or express employment contract, negligent or
         intentional infliction of emotional distress, libel, defamation, breach
         of privacy, fraud, breach of any implied covenant of good faith and
         fair dealing and any other federal, state, or local common law or
         statutory claims, whether in tort or in contract; (h) all Claims
         related to unpaid wages, salary, overtime compensation, bonuses,
         severance pay, vacation pay or other compensation or benefits arising
         out of Employee's employment with the Company; and (i) all claims
         arising under any federal, state or local regulation, law, code or
         statute.

9.       The Parties agree that during the course of Your employment with the
         Company and pursuant to the Parties' understanding of Your Employment
         Agreement, the Company was obligated to disclose to You, and did
         disclose to You, confidential and proprietary information, the
         disclosure of which would be harmful and deleterious to the Company.
         You hereby acknowledge both the Company's original obligation to
         disclose such information to You and that the Company did in fact
         disclose such information to You. You further acknowledge that pursuant
         to the Consulting Services Agreement, the Company is required to
         disclose to You additional confidential and proprietary information,
         the disclosure of which would be harmful and deleterious to the
         Company. In exchange for this consideration under the Consulting
         Services Agreement, and the previous consideration provided to You
         pursuant to Your employment agreement, You agree that for a period of
         one year which shall coincide with the term of the Consulting Services
         Agreement, You shall not engage in competition with the Company.
         Specifically, from September 15, 2000 to September 15, 2001, You agree
         not to solicit the customers of the Company with whom you had contact
         during the term of Your employment with the Company. You further agree
         that from September 15, 2000 to September 15, 2001, You will not
         solicit the current customers of the Company or those individuals,
         entities, or companies with whom You have had contact on behalf of the
         Company for the purpose of engaging in business with the Company. You
         further agree that during this time-frame, September 15, 2000 to
         September 15, 2001, You shall not accept employment in the same
         industry as the Company's Business Products Division because such
         employment would inevitably lead to the disclosure of the Company's
         confidential and proprietary information. Further, it is recognized and
         understood by the Parties hereto that the employees of the Company are
         an integral part of the Company and


SEPARATION AND RELEASE AGREEMENT - PAGE 3

<PAGE>



         that it is extremely important for the Company to use its maximum
         efforts to prevent the loss of such employees. It is therefore
         understood and agreed by the Parties that, because of the nature of
         the business of the Company, it is necessary to afford fair
         protection to the Company from the loss of any such employees.
         Consequently, as a material inducement to the Company to enter into
         this Separation and Release Agreement and the Consulting Services
         Agreement with Employee, Employee covenants and agrees that for a
         period commencing on the Effective Date of this Agreement and ending
         six (6) months after the Effective Date of this Agreement, Employee
         shall not, without written permission from the Company, directly or
         indirectly, hire or engage or attempt to hire or engage any individual
         who shall have been an employee, direct seller, or subcontractor of
         the Company, its parent, its affiliates or its subsidiaries at any
         time during the two (2) year period prior to such Effective Date of
         this Agreement, whether for or on behalf of Employee or for any
         entity in which Employee shall have a direct or indirect interest
         (or any subsidiary or affiliate of any such entity), whether as a
         proprietor, partner, co-venturer, financier, investor, stockholder,
         director, officer, employer, employee, servant, agent, representative
         or otherwise. Further, Employee covenants and agrees that for a period
         commencing on the Effective Date of this Agreement and ending six (6)
         months after such Effective Date, Employee shall not, without written
         permission from the Company, directly or indirectly, or through any
         other person, firm, or corporation, or in any capacity as described in
         this paragraph above, induce, or attempt to induce or influence any
         employee, direct seller, or subcontractor of the Company, its parent,
         its subsidiaries or affiliates to terminate employment or relationship
         with the Company, its parent, its subsidiaries or affiliates when the
         Company or its parent, affiliates or subsidiaries desires to retain
         that employee's, direct seller's, subcontractor's services.

10.      EMPLOYEE HAS CAREFULLY READ AND CONSIDERED THE PROVISIONS OF THIS
         AGREEMENT AND, HAVING DONE SO, AGREES THAT THE RESTRICTIONS SET FORTH
         HEREIN ARE REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF
         THE BUSINESS INTERESTS AND GOODWILL OF THE EMPLOYER AND ITS BUSINESS,
         OFFICERS, DIRECTORS AND EMPLOYEES. EMPLOYEE FURTHER AGREES THAT THE
         RESTRICTIONS SET FORTH IN THIS AGREEMENT ARE NOT TO IMPAIR EMPLOYEE'S
         ABILITY TO SECURE EMPLOYMENT WITHIN THE FIELD OR FIELDS OF EMPLOYEE'S
         CHOICE, INCLUDING THOSE AREAS IN WHICH EMPLOYEE IS, IS TO BE, OR HAS
         BEEN EMPLOYED BY THE EMPLOYER BUT INSTEAD TO PROTECT THE
         CONFIDENTIALITY OF ITS CONFIDENTIAL INFORMATION AND TRADE SECRETS AND
         LEGITIMATE BUSINESS INTERESTS.

11.      The Parties to this Agreement understand that to the extent Employee
         may have vested rights pursuant to Employer's group health insurance
         plans, group life insurance plans, and the 401(k) plan, such rights are
         excluded from the scope of this Agreement and are not
         terminated or released by it.


SEPARATION AND RELEASE AGREEMENT - PAGE 4

<PAGE>



12.      Employee agrees that in all future litigation involving the Company for
         which the Company requests Employee's cooperation that he will fully
         cooperate with the Company. In return for his cooperation, Employer
         agrees to pay Employee for all the reasonable costs incurred by
         Employee due to his cooperation.

13.      If Employee or the Company determine that the other has breached this
         Agreement, the non-breaching party will notify the party in breach of
         that fact in writing and the party in breach will be afforded ten (10)
         days to cure the breach.

14.      The provisions of this Agreement shall be construed in accordance with
         the laws of the State of Texas without regard to its conflicts of law
         principles. In the event any term or condition or provision of this
         Agreement shall be determined to be invalid, illegal or unenforceable
         by a court of competent jurisdiction, the remaining terms, conditions
         and provisions of this Agreement shall remain in full force and effect
         to the extent permitted by law.

15.      No waiver of any of the terms of this Agreement shall be valid unless
         in writing and signed by all Parties to this Agreement. No waiver or
         default of any term of this Agreement shall be deemed a waiver of any
         subsequent breach or default of the same or similar nature. This
         Agreement may not be changed except by writing signed by the Parties.

16.      This Agreement shall be binding upon Employee and upon Employee's
         heirs, administrators, representatives, executors, trustees, successors
         and assigns, and shall inure to the benefit of Releasees and each of
         them, and to their heirs, administrators, representatives, executors,
         trustees, successors, and assigns.

17.      The parties agree that the Agreement may be executed in multiple
         originals.

18.      If either the Company or its Business Products Division are sold or if
         all or substantially all of the assets of the Company or the Business
         Products Division are sold or transferred, then all of the obligations
         contained in this Separation and Release Agreement and the Consulting
         Services Agreement shall be assumed by the purchaser or transferee as a
         condition of the transaction or, alternatively, the Company shall pay
         the remaining sums owed to Employee under paragraphs 4 and 6.

19.      The provisions of this Agreement are severable and if any provision is
         held to be invalid or unenforceable, it shall not affect the validity
         or enforceability of any other provision. If the Company is unable for
         any reason to make all payments required under paragraph 3(A) of the
         Consulting Services Agreement, then paragraphs 8, 9, 11 and 13 of this
         Agreement shall nevertheless remain valid and enforceable.

20.      This Agreement shall not be in any way construed as an admission by you
         or by the Company that either party has acted wrongfully with respect
         to the other party or any other person.


SEPARATION AND RELEASE AGREEMENT - PAGE 5

<PAGE>



21.      Employee represents that he has consulted or has had sufficient
         opportunity to discuss with any person, including the attorney of his
         choice, all provisions of this Agreement, that he has carefully read
         and fully understands all the provisions of this Agreement, that he is
         competent to execute this Agreement, and that he is voluntarily
         entering into this Agreement of his own free will and accord, WITHOUT
         RELIANCE UPON ANY STATEMENT OR REPRESENTATION BY THE COMPANY, ITS
         ATTORNEYS, INCLUDING THE ATTORNEYS OF THE LAW FIRM OF JACKSON WALKER,
         L.L.P., or of any of the Parties, the Releasees, or their
         representatives.























SEPARATION AND RELEASE AGREEMENT - PAGE 6

<PAGE>


         EXECUTED on the 15th day of September, 2000.




                                                   /s/ R. L. Hassell
                                                   ----------------------------
                       On behalf of the Company By:
                                               Its: President


         ACCEPTED AND AGREED TO this 15th day of September, 2000.


                                                    /s/ Douglas R. Deason
                                                    ----------------------------
                                                    Douglas R. Deason

















SEPARATION AND RELEASE AGREEMENT - PAGE 7

<PAGE>


                                EXHIBIT A

                      ENGAGEMENT OF DOUGLAS R. DEASON
                          FOR CONSULTING SERVICES

         This Agreement for Precept Business Services, Inc. (the "Consulting
Services Agreement") is made as of this 15 day of September, 2000, by and
between Precept Business Services, Inc. ("Company"), whose mailing address is
1909 Woodall Rogers Frwy, Dallas, TX, and Douglas R. Deason ("Consultant")
whose mailing address is 5808 Lupton Drive, Dallas, Tx 75225. This Consulting
Services Agreement incorporates by reference as if set forth fully herein the
terms and conditions of the Separation and Release Agreement between Douglas
R. Deason and Precept Services, Inc. (the "Separation and Release Agreement")
to which this Consulting Services Agreement is attached as Exhibit A and the
terms and conditions of the Confidentiality Agreement between Douglas R.
Deason and Precept Services, Inc. (the "Confidentiality Agreement"), which is
attached to the Separation and Release Agreement as Exhibit B. None of these
agreements shall be effective until all have been duly executed and signed by
the Company and the Consultant.

         For and in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which
are mutually acknowledged, the parties hereto agree as follows:

1.       SCOPE OF WORK

         A.       Subject to the terms and conditions set forth hereinafter,
                  Company engages Consultant to furnish consulting services as
                  Company and Consultant may agree upon. Consultant shall use
                  his best efforts and professional judgment in the performance
                  of such services, consistent with accepted industry practice.
                  Consultant may provide services other than the services
                  provided for under this Consulting Services Agreement if such
                  other services do not conflict with the terms, conditions, and
                  obligations of this Consulting Services Agreement.

         B.       Upon the request of Company and otherwise periodically,
                  Consultant shall report the status of his performance
                  hereunder to Lee Hassell ("President") and such other
                  persons as President shall designate.

2.       TERM

         The services called for under this Consulting Services Agreement shall
         commence on the date hereof and shall continue for twelve (12) months.

3.       CONSIDERATION AND PAYMENT




                                       -1-

<PAGE>



         A.       As consideration for the services provided hereunder, Company
                  agrees to pay Consultant $250,000.08 for all services
                  furnished hereunder payable 24 equal semi-monthly installments
                  of $10,416.67 during the term of this Consulting Services
                  Agreement.

         B.       Company further agrees to provide Consultant with confidential
                  and proprietary information, which shall be necessary for
                  Consultant to perform the services required in this Consulting
                  Services Agreement. Consultant agrees that in exchange for the
                  consideration provided herein, including the disclosure of
                  confidential and proprietary information, Consultant shall be
                  bound by the terms and conditions of paragraph 9 of the
                  Separation and Release Agreement which includes, among other
                  things, a non-competition agreement.

         C.       EMPLOYEE HAS CAREFULLY READ AND CONSIDERED THE PROVISIONS OF
                  THIS CONSULTING SERVICES AGREEMENT AND, HAVING DONE SO,
                  AGREES THAT THE RESTRICTIONS SET FORTH HEREIN ARE REASONABLE
                  AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE
                  BUSINESS INTERESTS AND GOODWILL OF THE EMPLOYER AND ITS
                  BUSINESS, OFFICERS, DIRECTORS AND EMPLOYEES.  EMPLOYEE
                  FURTHER AGREES THAT THE RESTRICTIONS SET FORTH IN THIS
                  CONSULTING SERVICES AGREEMENT ARE NOT TO IMPAIR EMPLOYEE'S
                  ABILITY TO SECURE EMPLOYMENT WITHIN THE FIELD OR FIELDS OF
                  EMPLOYEE'S CHOICE, INCLUDING THOSE AREAS IN WHICH EMPLOYEE
                  IS, IS TO BE, OR HAS BEEN EMPLOYED BY THE EMPLOYER BUT
                  INSTEAD TO PROTECT THE CONFIDENTIALITY OF ITS CONFIDENTIAL
                  INFORMATION AND TRADE SECRETS AND LEGITIMATE BUSINESS
                  INTERESTS.

4.       RELATIONSHIP

 .        In all matters relating to this Consulting Services Agreement,
         Consultant shall be acting as an independent contractor to Company.
         Consultant is not an employee of Company under the meaning or
         application of any federal or state unemployment or insurance laws or
         worker's compensation laws, or otherwise. Consultant shall assume all
         liabilities or obligations imposed by any of such laws with respect to
         employees of Consultant in the performance of this Consulting Services
         Agreement. Consultant shall pay timely all local, state, and federal
         taxes arising from payments made to Consultant for the services
         provided hereunder and shall prepare and file all tax returns,
         including, without limitation, income, self-employment, and other taxes
         attributable to payments hereunder. Company shall not provide
         Consultant with insurance of any kind in connection with the services
         to be provided hereunder during or after the expiration of the term of
         this Consulting Services Agreement. Consultant shall not have any
         authority to assume or create any obligation, express or



                                       -2-

<PAGE>



         implied, on behalf of the Company. Consultant shall have no authority
         to represent himself as an agent, employee, or in any other capacity of
         Company unless given written authorization.

5.       CONFLICT OF INTEREST

         During the term of this Consulting Services Agreement, Consultant shall
         not act as a sales agent, or in a liaison capacity as an officer,
         employee, agent, or representative of any party which is a competitor
         or prospective competitor of the Company without the prior written
         consent of the Company. Further, Employee expressly agrees that he will
         comply with the terms and conditions provided in paragraph 9 of the
         Separation and Release Agreement.

6.       SAFETY AND SECURITY REGULATIONS

         Consultant shall comply with all applicable Company security and safety
         regulations, if Consultant renders services on the premises of any
         facilities controlled by Company. Consultant shall not remove any
         Company proprietary information therefrom without the expressed written
         consent of Company.

7.       RESPONSIBILITIES

         A.       Company shall provide all equipment and material necessary to
                  perform the services required hereunder which Consultant shall
                  deliver to Company upon termination of this Consulting
                  Services Agreement.

         B.       All information developed under this Consulting Services
                  Agreement, of whatever type, relating to the work performed
                  under this Consulting Services Agreement shall be the
                  exclusive property of Company. All material, research, and
                  information developed or any instruments, products whether
                  manufactured, assembled, or otherwise purchased by Consultant
                  pursuant to this Consulting Services Agreement and paid for by
                  Company, either directly or through reimbursement of
                  consultant's expenses, shall be the exclusive property of
                  Company. Upon termination of this Consulting Services
                  Agreement, Consultant shall deliver such items to Company or
                  shall dispose of them, as directed by Company. If such
                  property is not returned to Company upon termination of this
                  Consulting Services Agreement, Company may at its sole
                  discretion deduct from any payments due Consultant the value
                  of such property.

8.       INDEMNITY

         Company shall save and hold Consult harmless from and against all suits
         or claims incurred by Company in connection with Consultant's
         performance of this Consulting Services Agreement, whether such claims
         shall be made by Consultant, by an employee of Consultant



                                       -3-

<PAGE>



         or by any other person. If any judgment shall be rendered against
         Company in any such action, Company shall satisfy and discharge the
         same without cost or expense to Consultant. This indemnity shall not
         apply to claims, actions, or suits resulting from Consultant's
         negligence.

9.       ASSIGNMENT

         This Consulting Services Agreement shall not be transferred or assigned
         by Consultant without prior written consent of Company.

10.      APPLICABLE LAW

         Any controversy or claim arising out of or relating to this Consulting
         Services Agreement shall be governed by the laws of the State of Texas.
         Any litigation under this Consulting Services Agreement, if commenced
         by Consultant, shall be brought in a court of competent jurisdiction in
         Dallas County, State of Texas.

11.      CONFIDENTIALITY

         Concurrent with the execution of this Consulting Services Agreement,
         Consultant shall execute the Confidentiality Agreement provided to him
         by Company which is attached to the Separation and Release Agreement as
         Exhibit B and incorporated by reference as if set forth fully herein.
         Consultant shall deliver such executed Confidentiality Agreement with
         an executed copy of this Consulting Services Agreement to Company at
         the address set forth hereinafter. This Consulting Services Agreement
         shall be of no force or effect unless and until Consultant executes and
         delivers such Confidentiality Agreement to Company.

12.      ENTIRE AGREEMENT

         This Consulting Services Agreement and the terms and conditions set
         forth in the Separation and Release Agreement and the Confidentiality
         Agreement constitute the entire agreement and understanding between the
         parties hereto and shall supersede and replace any prior agreements,
         discussions, negotiations, or understandings between the parties,
         whether written or oral, express or implied, governing or pertaining to
         the services to be performed hereunder.

13.      SEVERABILITY.

         The provisions of this Consulting Services Agreement are severable and
         if any provision is held to be invalid or unenforceable, it shall not
         affect the validity or enforceability of any other provision. If the
         Company is unable for any reason to make all payments required under
         paragraph 3(A) of the Consulting Services Agreement, then paragraphs 8,
         9, 11 and 13 of the Separation and Release Agreement shall nevertheless
         remain valid and enforceable.


                                       -4-

<PAGE>


                                                   /s/ R. L. Hassell
                                                   ---------------------------
                          On behalf of the Company By:
                                                  Its: President


         ACCEPTED AND AGREED TO this 15th day of September, 2000.


                                                   /s/ Douglas R. Deason
                                                   ----------------------------
                                                   Douglas R. Deason, Consultant

















                                       -5-

<PAGE>


                                    EXHIBIT B

                    CONFIDENTIALITY AGREEMENT BETWEEN DOUGLAS
                   DEASON AND PRECEPT BUSINESS SERVICES, INC.

         This Agreement for Precept Business Services, Inc. (the
"Confidentiality Agreement") is made as of this 15 day of September, 2000, by
and between Precept Business Services, Inc. ("Company"), whose mailing
address is 1909 Woodall Rogers Frwy, Dallas, TX, and Douglas R. Deason
("Consultant") whose mailing address is 5808 Lupton Drive, Dallas, Tx 75225.
This Confidentiality Agreement incorporates by reference as if set forth
fully herein the terms and conditions of the Separation and Release Agreement
between Douglas R. Deason and Precept Services, Inc. (the "Separation and
Release Agreement") to which this Confidentiality Agreement is attached as
Exhibit B, and the terms and conditions of the Consulting Services Agreement
between Douglas R. Deason and Precept Services, Inc. (the "Consulting
Services Agreement"), which is attached as Exhibit A to the Separation and
Release Agreement. None of these agreements shall be effective until all have
been duly executed and signed by the Company and Consultant.

         Confidential Information.

         (a) ACKNOWLEDGMENT OF PROPRIETARY INTEREST. Consultant acknowledges
the proprietary interest of Company in all Confidential Information.
Consultant agrees that all Confidential Information learned by Consultant when
he was employed by the Company and which he will learn during the term of the
Consulting Services Agreement, or otherwise, whether developed by Consultant
alone or in conjunction with others or otherwise, is and shall remain the
exclusive property of Company. Consultant further acknowledges and agrees that
his disclosure of any Confidential Information will result in irreparable
injury and damage to Company.

         (b) CONFIDENTIAL INFORMATION DEFINED. "Confidential Information"
means all confidential and proprietary information of Company, including
without limitation (i) information derived from reports, investigations,
experiments, research and work in progress, (ii) methods of operation, (iii)
market data, (iv) proprietary computer programs and codes, (v) drawings,
designs, plans and proposals, (vi) marketing and sales programs, (vii) client
lists, (viii) historical financial information and financial projections, (ix)
pricing formulae and policies, (x) all other concepts, ideas, materials and
information prepared or performed for or by Company and (xi) all information
related to the business, products, purchases or sales of Company or any of its
suppliers and customers, other than information that is publicly available.

         (c) COVENANT NOT TO DIVULGE CONFIDENTIAL INFORMATION. Company is
entitled to prevent the disclosure of Confidential Information. As a portion
of the consideration provided by Company for the Separation and Release
Agreement and the Consulting Services Agreement, and for the compensation
being paid to Consultant by Company, Consultant agrees at all times during the
term of the Consulting Services Agreement and thereafter to hold in strict
confidence and not to disclose or allow to be disclosed to any person, firm or
corporation, other than to persons engaged by


                                       -1-

<PAGE>


Company to further the business of Company, and not to use except in the
pursuit of the business of Company, the Confidential Information, without the
prior written consent of Company.


                                                    /s/ R. L. Hassell
                                                    ----------------------------
                          On behalf of the Company By:
                                                  Its: President


         ACCEPTED AND AGREED TO this 15th day of September, 2000.


                                                   /s/ Douglas R. Deason
                                                   -----------------------------
                                                   Douglas R. Deason, Consultant






















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