<PAGE>

Exhibit 10.1

                              RESIGNATION AGREEMENT

     This Resignation Agreement (this "Agreement') by and between TenFold
Corporation, a Delaware corporation (the "Company") and Gary D. Kennedy (the
"Executive") is executed on August 28,200l and dated to be effective as of
January 11, 2001.

     WHEREAS, the Executive has been employed by the Company as its President
and Chief Executive Officer; and

     WHEREAS, the Executive and the Company are parties to an Employment
Agreement dated as of September 1, 1996 (the "Employment Agreement") and a
Restricted Stock Purchase Agreement dated as of September 1, 1996 (the
"Restricted Stock Purchase Agreement"); and

     WHEREAS, the Company and the Executive have agreed that it is in the best
interest of the Company and the Executive for the Executive to resign, and they
wish to set forth their mutual agreement as to the terms and conditions of such
resignation;

     NOW, THEREFORE, the Company and the Executive hereby agree as follows:

     1.   Resignation. Effective as of January 11, 2001 (the "Resignation
          -----------
Date"), the Executive hereby resigns from his employment with the Company, from
his position as a member of the Board of Directors of the Company, and from all
other positions the Executive may currently hold as an officer or member of the
board of directors of any of the Company's subsidiaries or affiliates. The
Company hereby waives the 30-day advance notice required for such resignation.

     2.   Severance Payments and Benefits.
          -------------------------------

          a.   The Company shall pay to the Executive the sum of $250,000.00
(reduced by applicable withholding), which sum shall be paid in semi-monthly
installments over the next six (6) months ("Severance Period"), commencing
within 30 days of the Resignation Date. The Company will bring current all
payments not made as of the date this Agreement is signed by the parties
together with interest thereon at the rate of 8% per annum.

          b.   The Company shall (i) continue to make lease payments, for the
current term of the lease, on the automobile (2000 BMW 750iL) currently being
leased by the Executive at the Company's expense and (ii) continue to pay,
during the current term of the lease, the insurance costs on this automobile.
Employee shall abide by all terms of the automobile lease, shall be responsible
for all payments, fees and costs relating to the automobile or arising in
connection with the automobile lease other than the lease and insurance payments
specified in the preceding sentence, and shall return the automobile upon the
expiration of the automobile lease. The Executive shall keep the personal
computer equipment provided to him by the Company, including (without
limitation) a laptop computer, a home office computer and a printer as well as
all accessories, and excluding any information thereon that is proprietary to
the Company.

<PAGE>

               c.   The Company shall pay Executive health insurance benefits
with the same coverage provided the Executive prior to his resignation (e.g.,
                                                                        ----
medical, dental, optical, mental health) at the Company's costs for a period of
six months following the date of execution of this Agreement. Beyond the
six-month period, the Company shall, to the extent allowed by law, permit
Executive to have these health insurance benefits continued under COBRA, at his
expense, for an additional period of time not to exceed 18 months. Unless
otherwise required by applicable law, Executive shall not be entitled to
participate in any of the Company's benefit plans or programs (other than the
foregoing health insurance benefits) after the Resignation Date.

               d.   Pursuant to the Restricted Stock Purchase Agreement, the
Company shall repurchase 226,505 unvested shares (as defined in the Restricted
Stock Purchase Agreement) at a purchase price of $0.01 per share. The Company
shall promptly after the execution of this Agreement issue to Executive a
certificate for all remaining shares held by the Company in escrow for
Executive.

               e.   Executive's resignation shall be treated as termination of
Executive's continuous service status under the terms of the Company's 1999
Stock Option Plan and the Company's 1999 Employee Stock Purchase Plan.

               f.   On or before September 30, 2001, the Company and Executive
will settle and agree upon all outstanding amounts due in connection with
expenses incurred by Executive on his own behalf and on behalf of the Company.

               g.   If Executive dies before receiving any of the payments,
transfers or distributions contemplated by this Section, or any other section of
this Agreement, said payment, transfer or distribution shall be paid to the
Executive's surviving spouse or, if he has no surviving spouse, to his estate.

          3.   Public Announcements. The Executive and the Company agree that
               --------------------
neither shall make any public statement concerning Executive's resignation,
other than that contained in the Press Release, a copy of which is annexed
hereto as Exhibit A.

          4.   The Executive Covenants.
               -----------------------

               a.   The Executive shall make himself available to the Company to
provide assistance to the Company with respect to filings with government
agencies, the preparation of the Company's internal and external financial
statements, pending or future litigations, arbitrations, governmental
investigations or other dispute resolutions relating to matters that arose
during Executive's employment with the Company (the "Assistance") upon
reasonable notice at times mutually convenient to the Company and Executive. The
first 40 hours of Assistance in connection with (i) the presently pending class
action lawsuit in which the Company and certain of its officers and directors,
including Executive, are named as defendants (the "Class Action") and (ii) the
pending investigation of the Company by he Securities

                                       -2-

<PAGE>

Exchange Commission (the "SEC Investigation") shall be provided at no charge to
the Company except for reimbursement of reasonable expenses and costs, including
attorneys' fees, incurred by Executive in providing the Assistance. The Company
hereby agrees to pay Executive $2,000 per day, plus reimburse Executive for all
reasonable expenses and costs, including attorneys' fees, for Assistance
provided to the Company, (xi) matters other than the Class Action and SEC
Investigation, or (xii) in excess of the first 40 hours for the Class Action or
the SEC Investigation. Executive shall not be required to provide more than five
business days of Assistance to the Company each month. It is expressly
understood and agreed that in providing the Assistance, Executive shall at all
times be an independent contractor. Executive shall not be considered an
employee of the Company for any purpose.

          b.   Confidentiality. The existence of and terms and conditions of
               ---------------
this Agreement shall be held confidential by the parties hereto, except for
disclosure (i) by the Company in its Form 10-Q for the third quarter of 2001 and
as may be required by applicable securities laws, as determined by the Company
upon the advice of counsel, (ii) by the Executive to his legal and financial
advisors and his spouse, each of whom shall be instructed by the Executive to
maintain the terms of this Agreement in strict confidence in accordance with the
terms hereof, (iii) by either party if required by order of a court or other
body having jurisdiction over such matter, and (iv) by either party with the
written consent of the other. In addition, the Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company and its respective
businesses that he has obtained during this employment by the Company that is
not public knowledge (other than as a result of the Executive's violation of
this Section 4(b)) ("Confidential Information"). The Executive shall not
communicate, divulge or disseminate Confidential Information at any time, except
with the prior written consent of the Company or as otherwise required by law or
legal process.

          c.   Noncompetition and Nonsolicitation of Employees and Customers.
               -------------------------------------------------------------
Until July 11, 2001, the Executive (A) shall not engage, anywhere within the
geographical areas in which the Company is then conducting its business
operations, directly or indirectly, alone, in association with or as a
shareholder, principal, agent, partner, officer, director, employee or
consultant of any other organization, in any business (a "Competitive Business")
which competes with any business then being conducted by the Company; provided,
that the foregoing shall not prohibit the Executive from owning a maximum of two
percent (2%) of the outstanding stock of any publicly traded corporation; (B)
shall not solicit or encourage any officer, employee or consultant of the
Company to leave the employ of the Company for employment by or with any
Competitive Business; (C) shall not solicit, divert or to take away, the
business or patronage of any of the customers or accounts, or prospective
customers or accounts, of the Company, and (D) shall not acquire, or assist any
other party in acquiring, any shares of the Company, or otherwise seek, or
assist any other party in seeking to gain control of the Company.

          d.   The Executive acknowledges and agrees that because of the nature
of the business in which the Company is engaged and because of the nature of the
Confidential Information to which the Executive has had access during his
employment, it would be

                                       -3-

<PAGE>

impractical and excessively difficult to determine the actual damages of the
Company in the event the Executive breached any of the covenants of Sections
4(b) and (c), and remedies at law (such as monetary damages) for any breach of
the Executive's obligations under Sections 4(b) and (c) would be inadequate. The
Executive therefore agrees and consents that if he commits any breach of a
covenant under Sections 4(b) and (c) or threatens to commit any such breach, the
Company shall have the right (in addition to, and not in lieu of, any other
right or remedy that may be available to it) to temporary and permanent
injunctive relief from a court of competent jurisdiction without posting any
bond or other security and without the necessity of proof of actual damage. With
respect to any provision of Sections 4(b) and (c) that is finally determined to
be unenforceable, the Executive and the Company hereby agree that this Agreement
or any provision hereof may be reformed so that it is enforceable to the maximum
extent permitted by law. If any of the covenants of Sections 4(b) and (c) is
determined to be wholly or partially unenforceable in any jurisdiction, such
determination shall not be a bar to or in any way diminish the Company's right
to enforce any such covenant in any other jurisdiction.

     5.   Entire Agreement; Other Benefits. This Agreement sets forth the entire
          --------------------------------
agreement of the Company and the Executive with respect to the subject matter
hereof, and supersedes in its entirety the Employment Agreement. The Executive
expressly acknowledges and agrees that except as specifically set forth in this
Agreement, he is not entitled to receive any severance pay, severance benefits,
compensation or employee benefits of any kind whatsoever from any of the
Company. Notwithstanding the foregoing or any other provision of this Agreement,
this Agreement does not supersede the Employee Proprietary Information and
Invention Assignment Agreement annexed hereto as Exhibit B, which remains in
full force and effect.

     6.   Successors. This Agreement is personal to the Executive, and, without
          ----------
the prior written consent of the Company, shall not be asignable by the
Execrative otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors.

     7.   Amendment. This Agreement may be amended, modified or changed only by
          ---------
a written instrument executed by the Executive and the Company.

     8.   Governing Law; Consent to Suit.
          ------------------------------

          a. This Agreement shall be governed by and construed in accordance
with the laws of the State of Utah without reference to principles of conflict
of laws. The captions of this Agreement are not part of the provisions hereof
and shall have no force or effect.

          b. The parties hereto irrevocably consent to jurisdiction in the
courts of the State of Utah for resolution of any claim or dispute arising
hereunder, and such shall be the exclusive forum for the resolution of such
claim or dispute.

                                       -4-

<PAGE>

          9.   Notices. Any notice required or permitted by this Agreement shall
               -------
be in writing and shall be deemed sufficient on the date of delivery, when
delivered personally or by overnight courier or sent by telegram or fax, or
forty-eight (48) hours after being deposited in the U.S. mail, as certified or
registered mail, with postage prepaid, and addressed to the party to be notified
at such party's address as appears on the Company's books and records as of the
date of this Agreement, or as subsequently modified by written notice.

          IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date first set forth above.



                                           /s/ Gary D. Kennedy
                                           -------------------------------------
                                           Gary D. Kennedy



                                           TENFOLD CORPORATION


                                           By: /s/ John M. Ames
                                               ---------------------------------
                                           Name:  John M. Ames
                                           Title: Senior Vice President
                                                  and CFO

                                       -5-

<PAGE>

                                    EXHIBIT A

                                [Press Release.]


                                       -6-

<PAGE>

TenFold Corporation Announces New Chief Executive Officer

SALT LAKE CITY, Utah - January 11, 2001 - TenFold Corporation (NASDAQ: TENF)
today announced that the TenFold board of directors has accepted the resignation
of Gary D. Kennedy as president, chief executive officer and a director,
effective immediately. TenFold also today announced that Nancy M. Harvey, who
has been serving as TenFold's chief operating officer, has been named as
president, chief executive officer and a director of TenFold, effective
immediately. Prior to joining TenFold in July 2000, Ms. Harvey was executive
vice president of the Healthcare Group of Computer Sciences Corporation. She has
more than 20 years of diverse consulting and business experience.

The TenFold's board and Jeffrey L. Walker, the founder and chairman of TenFold,
thanked Mr. Kennedy for his service. "Gary Kennedy took a technology vision and
created a significant international software and services enterprise," said Mr.
Walker.

Mr. Kennedy is leaving TenFold to devote more time to his family and to pursue
other entrepreneurial interests. "TenFold has been an incredible experience for
the past 4 l/2 years," said Mr. Kennedy. "I have never been associated with such
a collection of brilliant people."

About TenFold Corporation

TenFold Corporation (Nasdaq; TENF) is a provider of large-scale applications for
customers in communications, energy, financial services, healthcare, insurance,
and other industries. Using its patented Universal Application(TM), TenFold
delivers dynamic packaged applications that meet customers' needs in rapidly
changing business environments, and that are flexible to adapt to changing needs
over time. For more information, call (800) TENFOLD or visit www.10fold.com.
                                                             -------------

                                       ###

This release contains forward-looking statements that involve risks and
uncertainties that may cause actual future events or results to differ
materially from those described in the forward-looking statements. The
forward-looking statements in this release address a variety of subjects,
including for example, successful completion and implementation of the products
identified above, the delivery of new product functionality, and new product
releases, Additional information concerning factors that could cause actual
results to differ materially from those in the forward-looking statements is
contained from time to time in documents filed by TenFold Corporation with the
Securities and Exchange Commission, including but not limited to, the most
recent reports on Form 10-Q, 10-K, and S-1.

Press Contact:
Liz Tanner
TenFold
(801) 619-8165
Itanner@10fold.com
------------------

Back to Press Releases


Return to top of page
---------------------



http://www.10fold.com/press/press.20010111.html

<PAGE>


                                    EXHIBIT B

     [Employee Proprietary Information and Invention Assignment Agreement.]

                                       -7-

<PAGE>

                               KEYTEX CORPORATION

            EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

          In consideration of my continued employment by KeyTex Corporation (the
 "Company"), I hereby agree to certain restrictions placed by the Company on my
 use and development of information and technology of the Company, as more fully
 set out below.

          1.   Proprietary Information.

               (a)  Confidential Restrictions. I understand that, in the course
of my work as an employee of the Company, I have had and may have access to
Proprietary Information (as defined below) concerning the Company and its
clients. I acknowledge that the Company has developed, compiled, and otherwise
obtained, often at great expense, this information, which has great value to the
Company's business. I agree to hold in strict confidence and in trust for the
sole benefit of the Company all Proprietary Information and will not disclose
any Proprietary Information, directly or indirectly, to anyone outside of the
Company, or use, copy, publish, summarize, or remove from Company premises such
information (or remove from the premises any other property of the Company)
except during my employment to the extant necessary to carry out my
responsibilities as an employee of the Company. I further understand that the
publication of any Proprietary Information through literature or speeches must
be approved in advance in writing by the Company.

               (b)  Proprietary Information Defined. I understand that the
reference to "Proprietary Information" in this Agreement means all information
and any idea in whatever form tangible or intangible, whether disclosed to or
learned or developed by me, pertaining in any manner to the business of the
Company (or any affiliate of it that might be formed) or to the Company's
clients, consultants, or business associates unless: (i) the information is or
becomes publicly known through lawful means; (ii) the information was rightfully
in my possession or part of my general knowledge prior to my employment by the
Company; or (iii) the information is disclosed to me without confidential or
proprietary restriction by a third party who rightfully possesses the
information (without confidential or proprietary restriction) and did not learn
of it, directly or indirectly, from the Company. I further understand that the
Company considers the following information to be included, without limitation,
in the definition of Proprietary Information: (w) formulas, computer programs,
teaching techniques, processes, trade secrets, electronic codes, proprietary
techniques, inventions, improvements, and research projects; (x) information
about costs, profits, markets, sales, and lists of customers; (y) plans for
future development and new product concepts; and (z) all documents, books,
papers, drawings, models, sketches, and other data of any kind and description,
including electronic data recorded or retrieved by any means, that have been or
will be given to me by the Company (or any affiliate of it that might be
formed), as well as written or verbal instructions or comments.

               (c)  Third Party Information. I recognize that the Company has
received and in the future will receive from third parties their confidential or
proprietary information subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. I agree that I owe the Company and such third parties, during the term
of my employment and thereafter, a duty to hold all such confidential or
proprietary information in the strictest confidence and not to disclose it to
any person, firm, or corporation (except as necessary in carrying out my work
for the Company consistent with the Company's agreement with such third party)
or to use it for the benefit of anyone other than for the Company or such third
party {consistent with the Company's agreement with such third party) without
the express written authorization of the Company.

               (d)  Interference with Business. During my employment with the
Company, I will not, without the Company's express consent, directly or
indirectly engage in any employment or participate in any business that is
competitive in any manner with the Company's Business. For purposes

<PAGE>

of this Agreement, the term "Company's Business" shall mean the development,
marketing and/or sale or licensing of software development tools and software
applications. I agree that, for six months after termination of my employment
with the Company, I will not recruit or hire any Company employee without the
Company's written consent

        2.    Inventions.

              (a)   Defined; Statutory Notice. I understand that during the
 term of my employment, there are certain restrictions on my development of
 technology, ideas, and inventions, referred to in this Agreement as "Invention
 Ideas." The term Invention Ideas means any and all ideas, processes,
 trademarks, service marks, inventions, technology, computer programs, original
 works of authorship, designs, formulas, discoveries, patents, copyrights and
 all improvements, rights, and claims related to the foregoing that are
 conceived, developed, or reduced to practice by me alone or with others except
 to the extent that California Labor Code Section 2870 lawfully prohibits the
 assignment of rights in such ideas, processes, inventions, etc. I understand
 that Section 2870(a) provides:

               Any provision in an employment agreement which
               provides that an employee shall assign, or offer
               to assign, any of his or her rights in an invention
               to his or her employer shall not apply to an invention
               that the employee developed entirely on his or her own
               time without using the employer's equipment, supplies,
               facilities, or trade secret information except for those
               inventions that either:

                    (1)  Relate at the time of conception or reduction to
practice of the invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer.

                    (2)  Result from any work performed by the employee for the
employer.

               (b)  Disclosure. I agree to maintain adequate and current written
 records on the development of all Invention Ideas and to disclose promptly to
 the Company all Invention Ideas and relevant records, which records will remain
 the sole property of the Company. I further agree that all information and
 records pertaining to any idea, process, trademark, service mark, invention,
 technology, computer program, original work of authorship, design, formula,
 discovery, patent, or copyright that I do not believe to be an Invention Idea,
 but is conceived, developed, or reduced to practice by me (alone or with
 others) during my period of employment, shall be promptly disclosed to the
 Company (such disclosure to be received in confidence). The Company shall
 examine such information to determine if in fact the idea, process, or
 invention, etc., is an Invention Idea subject to this Agreement.

               (c)  Assignment. I hereby assign to the Company, without further
consideration, my entire right, title, and interest (throughout the United
States and in all foreign countries), free and clear of all liens and
encumbrances, in and to each Invention Idea, which shall be the sole property of
the Company, whether or not patentable. In the event any Invention Idea shall be
deemed by the Company to be patentable or otherwise registrable, I will assist
the Company (at its expense) in obtaining letters, patent or other applicable
registrations thereon and I will execute all documents and do all other things
(including testifying at the Company's expense) necessary or proper to obtain
letters patent or other applicable registrations thereon and to vest the Company
with full title thereto, Should the Company be unable to secure my signature on
any document necessary to apply for, prosecute, obtain, or enforce any patent,
copyright, or other right or protection relating to any Invention Idea, whether
due to my mental or physical incapacity or any other cause, I hereby irrevocably
designate and appoint the Company and each of its duly authorized officers and
agents as my agent and attorney-in-fact, to act for and in my behalf and stead,
to execute and file any such document and to do all other lawfully permitted
acts to further the prosecution, issuance, and enforcement of patents,
copyright, or other rights or protections with the same force and effect as if
executed and delivered by me.

<PAGE>

               (d)  Exclusions. Except as disclosed in Exhibit A, there are no
ideas, processes, trademarks, service marks, inventions, technology, computer
programs, original works of authorship, designs, formulas, discoveries, patents,
copyrights, or improvements to the foregoing that I wish to exclude from the
operation of this Agreement. To the best of my knowledge, there is no existing
contract in conflict with this Agreement or any other contract to assign ideas,
processes, trademarks, service marks, inventions, technology, computer programs,
original works of authorship, designs, formulas, discoveries, patents, or
copyrights that is now in existence between me and any other person or entity.

               (e)  Pre-existing Material. To the extent that any Invention
Ideas incorporate pre-existing material or any materials disclosed on Exhibit A
to which I possess copyright, trade secret, trademark or other proprietary
rights, and such rights are not otherwise assigned to the Company herein, I
hereby grant to the Company a royalty-free, irrevocable, worldwide,
nonexclusive, perpetual license to make, have made, sell, use and disclose,
reproduce, modify, prepare Derivative Works based on, distribute, and perform
and display (publicly or otherwise), such material, with full right to authorize
others to do so.

               With respect to pre-existing material that I provide to the
Company for use in or with one of its products, and to which I retain copyright,
trade secret, trademark or other proprietary rights not otherwise assigned to
the Company herein, I hereby grant to the Company a royalty-free, irrevocable,
worldwide, nonexclusive, perpetual license to make, have made, sell, use and
disclose, reproduce, modify, prepare Derivative Works based on, distribute, and
perform and display (publicly or otherwise), such material, with full right to
authorize others to do so.

               "Derivative Work," with respect to material, means any
translation, port, modification, correction, addition, extension, upgrade,
improvement, compilation, abridgement or other form in which the material may be
recast, transformed or adapted, including but not limited to all forms in which
such Derivative Work would infringe any of the copyrights, including audiovisual
copyrights, in the material.

          3.   Former of Conflicting Agreements. During my employment with the
Company, I will not disclose to the Company, or use, or induce the Company to
use, any proprietary information or trade secrets of others. I represent and
warrant that I have returned all property and confidential information belonging
to all prior employers. I further represent and warrant that my performance of
the terms of this Agreement will not breach any agreement to keep in confidence
proprietary information acquired by me in confidence or in trust prior to my
employment by the Company. I have not entered into, and I agree I will not enter
into, any oral or written agreement in conflict herewith.

          4.   Government Contracts. I understand that the Company has or may
enter into contracts with the government under which certain intellectual
property rights will be required to be protected, assigned, licensed, or
otherwise transferred and I hereby agree to execute such other documents and
agreements as are necessary to enable the Company to meet its obligations under
any such government contracts.

          5.   Termination. I hereby acknowledge and agree that all personal
property, including, without limitation, all books, manuals, records, models,
drawings, reports, notes, contracts, lists, blueprints, and other documents or
materials or copies thereof, Proprietary Information, and equipment furnished to
or prepared by me in the course of or incident to my employment, belong to the
Company and will be promptly returned to the Company upon termination of my
employment with the Company. Following my termination, I will not retain any
written or other tangible material containing any Proprietary Information or
information pertaining to any Invention Idea. I understand that my obligations
contained herein will survive the termination of my employment and that I will
continue to make all disclosures required of me by paragraph 2(b). In the event
of the termination of my employment, I agree to sign and deliver the Termination
Certificate attached as Exhibit B.

<PAGE>

          6.   Remedies. I recognize that nothing in this Agreement is intended
to limit any remedy of the Company under the California Uniform Trade Secrets
Act and that I could face possible criminal and civil actions, resulting in
imprisonment and substantial monetary liability if I misappropriate the
Company's trade secrets. In addition, I recognize that my violation of this
Agreement could cause the Company irreparable harm, the amount of which may be
extremely difficult to estimate, thus, making any remedy at law or in damages
inadequate. Therefore, I agree that the Company shall have the right to apply to
any court of competent jurisdiction for an order restraining any breach or
threatened breach of this Agreement and for any other relief the Company deems
appropriate. This right shall be in addition to any other remedy available to
the Company in law or equity.

          7.   Miscellaneous Provisions,

               (a)  Assignment. I agree that the Company may assign to another
person or entity any of its rights under this Agreement.

               (b)  Governing Law; Severability. The validity, interpretation,
enforceability, and performance of this Agreement shall be governed by and
construed in accordance with the laws of the State of California. If any
provision of this Agreement, or application thereof to any person, place, or
circumstance, shall be held by a court of competent jurisdiction to be invalid,
unenforceable, or void, the remainder of this Agreement and such provisions as
applied to other persons, places, and circumstances shall remain in full force
and effect.

               (c)  Entire Agreement. The terms of this Agreement are the final
expression of my agreement with respect to the subject matter hereof and may not
be contradicted by evidence of any prior or contemporaneous agreement. This
Agreement shall constitute the complete and exclusive statement of its terms
and no extrinsic evidence whatsoever may be introduced in any judicial,
administrative, or other legal proceeding involving this Agreement

               (d)  Successor and Assigns. This Agreement shall be binding upon
me and my heirs, executors, administrators, and successors, and shall inure to
the benefit of the Company's successors and assigns.

               (e)  Application of this Agreement. I hereby agree that my
obligations set forth in Sections 1 and 2 hereof and the definitions of
Proprietary Information and Invention Ideas contained therein shall be equally
applicable to Proprietary Information and Invention Ideas relating to any work
performed by me for the Company prior to the execution of this Agreement.

               I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I
HAVE COMPLETELY NOTED ON EXHIBIT A TO THIS AGREEMENT ANY PROPRIETARY
INFORMATION, IDEAS, PROCESSES, TRADEMARKS, SERVICE MARKS, INVENTIONS,
TECHNOLOGY, COMPUTER PROGRAMS, ORIGINAL WORKS OF AUTHORSHIP, DESIGNS, FORMULAS,
DISCOVERIES, PATENTS, COPYRIGHTS, OR IMPROVEMENTS, RIGHTS, OR CLAIMS RELATING TO
THE FOREGOING THAT I DESIRE TO EXCLUDE FROM THIS AGREEMENT.

Date: 10/31/96
     -------------------

                                            Employee Signature

                                            /s/ Gary D. Kennedy
                                            Printed Employee Name

                                            Gary D. Kennedy

<PAGE>

                        EXHIBIT A - EMPLOYEE'S DISCLOSURE


     1.   Proprietary Information. Except as set forth below, I acknowledge that
at this time I know nothing about the business or Proprietary Information of the
Company, other than information I have learned from the Company in the course of
being hired:



     2.   Prior Inventions. Except as set forth below, there are no ideas,
processes, trademarks, service marks, inventions, technology, computer programs,
original works of authorship, designs, formulas, discoveries, patents,
copyrights, or any claims, rights, or improvements to the foregoing that I wish
to exclude from the operation of this Agreement:




Date:  10/31/97
     -----------------
                                                    Employee Signature

                                                    /s/ Gary D. Kennedy
                                                    Printed Employee Name

                                                        Gary D. Kennedy

<PAGE>

                 EXHIBIT B - TERMINATION CERTIFICATE CONCERNING
                               KEYTEX CORPORATION
                     PROPRIETARY INFORMATION AND INVENTIONS


          This is to certify that I have returned all personal property of the
Company (other than the automobile and personal computer equipment that the
Company agreed to permit me to keep in that certain Resignation Agreement
between me and the Company), including, without limitation, all books, manuals,
records, models, drawings, reports, notes, contracts, lists, blueprints, and
other documents and materials, Proprietary Information, and equipment furnished
to or prepared by me in the course of or incident to my employment with the
Company, and that I did not make or distribute any copies of the foregoing.

          I further certify that I have reviewed the Employee Proprietary
Information and Inventions Agreement signed by me and that I have complied with
and will continue to comply with all of its terms, including, without
limitation, (i) the reporting of any invention, process, or idea, etc. conceived
or developed by me and covered by the Agreement and (ii) the preservation as
confidential of all Proprietary Information pertaining to the Company. This
certificate in no way limits my responsibilities or the Company's rights under
the Agreement.

          On termination of my employment with the Company, I will not
immediately be employed.


Dated: Sept 18, 2001                           /s/ Gary D. Kennedy
       ------------------------                ---------------------------------
                                               Employee Signature



                                                   Gary D. Kennedy
                                               ---------------------------------
                                               Printed Employee Name