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                                                                  EXECUTION COPY

                                                            |__| Employee's Copy
                                                             |__| Company's Copy

                         LUMINANT WORLDWIDE CORPORATION
                              EMPLOYMENT AGREEMENT

To James R. Corey:

         This Agreement establishes the terms of your employment with Luminant
Worldwide Corporation, a Delaware corporation (the "COMPANY"). Your employment
under this Agreement is contingent on effectiveness of the registration of the
Company's common stock with the Securities and Exchange Commission for the
Company's initial public offering ("IPO"). If the registration does not become
effective by December 31, 1999, this Agreement will not bind either you or the
Company, unless both you and the Company agree otherwise in writing. The Company
has been formed as a parent company to acquire a number of companies engaged in
the business of providing internet professional services and to make a public
offering of the Company's common stock.

EMPLOYMENT AND DUTIES        You and the Company agree to your employment on the
                             terms contained herein as the President, Chief
                             Operating Officer and a Key Practice Leader. In
                             such position, you will report directly to the
                             Company's Chief Executive Officer or his delegate
                             (your "DIRECT REPORT"). (The Company's Board of
                             Directors (the "BOARD") or the Company's Chief
                             Executive Officer may change your Direct Report
                             from time to time in its or his discretion.)
                             During at least the first year after the
                             Effective Date, you will serve on an executive
                             committee of Key Practice Leaders that will
                             provide strategic and operational guidance to the
                             Company. You agree to perform whatever duties the
                             Board or your Direct Report may assign you from
                             time to time that are reasonably consistent with
                             your position as President, Chief Operating
                             Officer and Key Practice Leader. During your
                             employment, you agree to devote your full
                             business time, attention, and energies to
                             performing those duties (except as your Direct
                             Report otherwise agrees from time to time). You
                             agree to comply with the noncompetition, secrecy,
                             and other provisions of Exhibit A to this
                             Agreement.

TERM OF EMPLOYMENT           Your employment under this Agreement begins as of
                             the effective date of registration for the IPO
                             (the "EFFECTIVE DATE"). Unless sooner terminated
                             under this Agreement, your employment ends at
                             6:00 p.m. Central Time on the third anniversary
                             of the Effective Date.

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                             The period running from the Effective Date to the
                             applicable date in the preceding sentence is the
                             "TERM."

                             Termination or expiration of this Agreement ends
                             your employment but does not end your obligation
                             to comply with Exhibit A or the Company's
                             obligation, if any, to make payments under the
                             PAYMENTS ON TERMINATION and SEVERANCE provisions
                             as specified below.

COMPENSATION

    SALARY                   The Company will pay you an annual salary (the
                             "SALARY") from the Effective Date at the rate of
                             not less than $275,000 in accordance with its
                             generally applicable payroll practices. The Board
                             or your Direct Report will review your Salary
                             annually and consider you for increases.

    BONUS                    The Board or its Compensation Committee, or if the
                             Board directs, your Direct Report will establish
                             annual bonus targets under which you will be
                             eligible for an annual bonus equal to up to 100%
                             of your Salary. It is the Company's good faith
                             intention to establish bonus targets for the
                             first year, in consultation with you, within 90
                             days following the Effective Date.

    OPTIONS                  You will be eligible to receive options under the
                             Company's 1999 Equity Incentive Plan that will,
                             to the extent possible, qualify as incentive
                             stock options under the Internal Revenue Code.

                             Upon a Change of Control (as defined below), all
                             options will become fully exercisable. This
                             paragraph will modify any inconsistent provision
                             in any option agreement entered into by you and
                             the Company to the extent necessary to provide
                             for such acceleration. "Change of Control" for
                             this purpose means the occurrence of any one or
                             more of the following events after the Company's
                             IPO and prior to the termination or expiration of
                             this Agreement:

                                  (i) a person, entity or group (other than the
                                  Company, any Company subsidiary, any Company
                                  benefit plan, or any underwriter temporarily
                                  holding securities for an offering of such
                                  securities) acquires ownership of more than
                                  50% of the undiluted total voting power of
                                  the Company's then outstanding securities
                                  eligible to vote to elect members of the
                                  Board of Directors ("Company Voting
                                  Securities");


Employment Agreement with James R. Corey                            Page 2 of 22
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                                  (ii) the individuals that constitute the Board
                                  of Directors of the Company immediately
                                  prior to a proxy contest cease to constitute
                                  at least a majority of the Board (excluding
                                  any Board seat that is vacant or otherwise
                                  unoccupied) immediately following the proxy
                                  contest;

                                  (iii) during any two year period, the
                                  individuals that constitute the Board of
                                  Directors at the beginning of the period
                                  (the "INCUMBENT DIRECTORS") cease for any
                                  reason to constitute at least a majority of
                                  the Board (excluding any Board seat that is
                                  vacant or otherwise unoccupied), provided
                                  that any individuals approved for service on
                                  the Board by a majority of Incumbent
                                  Directors are treated as Incumbent Directors;

                                  (iv) completion of a merger or consolidation
                                  of the Company with or into any other
                                  entity, unless the holders of the Company
                                  Voting Securities outstanding immediately
                                  before such completion, together with any
                                  trustee or other fiduciary holding
                                  securities under a Company benefit plan,
                                  hold securities that represent immediately
                                  after such merger or consolidation at least
                                  50% of the combined voting power of the then
                                  outstanding voting securities of either the
                                  Company or the other surviving entity or its
                                  parent;

                                  (v) the stockholders of the Company approve
                                  (a) a plan of complete liquidation or
                                  dissolution of the Company or (b) an
                                  agreement for the Company's sale or
                                  disposition of all or substantially all the
                                  Company's assets and such liquidation,
                                  dissolution, sale or disposition is
                                  completed; or

                                  (vi) any other event which the Board of
                                  Directors determines should constitute a
                                  Change of Control.

    EMPLOYEE BENEFITS        While the Company employs you under this Agreement,
                             the Company will provide you with the same
                             benefits as it makes generally available from
                             time to time to the Company's senior executive
                             employees, as those benefits are amended or
                             terminated from time to time, including
                             participation in vacation policies (and payment
                             for accrued vacation) on a basis comparable to
                             that for senior management. Your participation in
                             the Company's benefit plans will be subject to
                             the terms of the applicable plan documents and
                             the Company's generally applied policies, and the
                             Company in its sole discretion may from time to
                             time adopt, modify, interpret, or discontinue
                             such plans or


Employment Agreement with James R. Corey                            Page 3 of 22
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                             policies.

    COMPENSATION REVIEW      You will be eligible under a senior executive
                             compensation program that will consider you for
                             annual increases in Salary and that will
                             periodically review your progress in light of
                             targets and goals. The Company will review the
                             Compensation terms of this Agreement as part of a
                             comprehensive third party review of compensation
                             levels of the executive management of the Company
                             to be completed by December 31, 1999. This review
                             will consider you as part of the senior
                             management of the Company and as the Company's
                             President and Chief Operating Officer and will
                             treat you in a manner consistent with those
                             positions. The Company will make any adjustments
                             to compensation it considers appropriate based on
                             the review, and the adjustments will take effect
                             as of January 1, 2000 or such earlier date as the
                             Company finds practicable.

PLACE OF EMPLOYMENT          Your principal place of employment will be at the
                             office at which you were employed by a
                             predecessor company on December 31, 1998 (or, if
                             later, on your starting date with the
                             predecessor) or such other offices as the Company
                             may establish from time to time and to which it
                             assigns you in its sole discretion, provided that
                             you will not be required to relocate more than 25
                             miles from your primary office as of December 31,
                             1998. You understand and agree that you must
                             travel from time to time for business reasons.

EXPENSES                     The Company will reimburse you for reasonable and
                             necessary travel and other business-related
                             expenses you incur for the Company in performing
                             your duties under this Agreement (with the travel
                             accommodations substantially comparable to that
                             of senior management of the Company). You must
                             itemize and substantiate all requests for
                             reimbursements. You must submit requests for
                             reimbursement in accordance with the policies and
                             practices of the Company.

NO OTHER EMPLOYMENT          While the Company employs you, you agree that you
                             will not, directly or indirectly, provide
                             services to any person or organization for which
                             you receive compensation or otherwise engage in
                             activities that would conflict or interfere
                             significantly with your faithful performance of
                             your duties as an employee without the Board's
                             prior written consent. (This prohibition excludes
                             any work performed at the Company's direction.)
                             You may manage your personal investments, as long
                             as the management takes only minimal amounts of
                             time and is consistent with the provisions of the
                             NO CONFLICTS OF INTEREST


Employment Agreement with James R. Corey                            Page 4 of 22
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                             Section and the NO COMPETITION Section in Exhibit
                             A.

                             You represent to the Company that you are not
                             subject to any agreement, commitment, or policy
                             of any third party that would prevent you from
                             entering into or performing your duties under
                             this Agreement, and you agree that you will not
                             enter into any agreement or commitment or agree
                             to any policy that would prevent or hinder your
                             performance of duties and obligations under this
                             Agreement, including Exhibit A.

NO CONFLICTS OF INTEREST     You confirm that you have fully disclosed to the
                             Company, to the best of your knowledge, all
                             circumstances under which you, your spouse, and
                             other persons who reside in your household have
                             or may have a conflict of interest with the
                             Company. You further agree to fully disclose to
                             the Company any such circumstances that might
                             arise during your employment upon your becoming
                             aware of such circumstances. You agree to fully
                             comply with the Company's policy and practices
                             relating to conflicts of interest.

NO IMPROPER PAYMENTS         You will neither pay nor permit payment of any
                             remuneration to or on behalf of any governmental
                             official other than payments required or
                             permitted by applicable law. You will comply
                             fully with the Foreign Corrupt Practices Act of
                             1977, as amended. You will not, directly or
                             indirectly,

                                  make or permit any contribution, gift, bribe,
                                  rebate, payoff, influence payment, kickback,
                                  or other payment to any person or entity,
                                  private or public, regardless of what form,
                                  whether in money, property, or services

                                       to obtain favorable treatment for
                                       business secured,

                                       to pay for favorable treatment for
                                       business secured,

                                       to obtain special concessions or for
                                       special concessions already obtained, or

                                       in violation of any legal requirement, or

                                  establish or maintain any fund or asset
                                  related to the Company that is not recorded
                                  in the Company's books and records, or

                                  take any action that would violate (or would
                                  be part of a series of actions that would
                                  violate) any U.S. law relating



Employment Agreement with James R. Corey                            Page 5 of 22
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                                  to international trade or commerce, including
                                  those laws relating to trading with the
                                  enemy, export control, and boycotts of
                                  Israel or Israeli products (as is sought by
                                  certain Arab countries).

TERMINATION                  Subject to the provisions of this section, you and
                             the Company agree that it may terminate your
                             employment, or you may resign, except that, if
                             you voluntarily resign, you must provide the
                             Company with 90 days' prior written notice
                             (unless the Board or your Direct Report has
                             previously waived such notice in writing or
                             authorized a shorter notice period).

    FOR CAUSE                The Company may terminate your employment for
                             "CAUSE" if you:

                                  (i) commit a material breach of your
                                  obligations or agreements under this
                                  Agreement, including Exhibit A;

                                  (ii) commit an act of gross negligence with
                                  respect to the Company or otherwise act with
                                  willful disregard for the Company's best
                                  interests;

                                  (iii) fail or refuse to perform any duties
                                  delegated to you that are consistent with
                                  the duties of similarly-situated senior
                                  executive or are otherwise required under
                                  this Agreement;

                                  (iv) seize a corporate opportunity for
                                  yourself instead of offering such
                                  opportunity to the Company if within the
                                  scope of the Company's or its subsidiaries'
                                  business; or

                                  (v) are convicted of or plead guilty or no
                                  contest to a felony (or to a felony charge
                                  reduced to misdemeanor), or, with respect to
                                  your employment, to any misdemeanor (other
                                  than a traffic violation) or, with respect
                                  to your employment, commit either a material
                                  dishonest act or common law fraud or
                                  knowingly violate any federal or state
                                  securities or tax laws.

                             Your termination for Cause will be effective
                             immediately upon the Company's mailing or written
                             transmission of notice of such termination.
                             Before terminating your employment for Cause
                             under clauses (i) - (iv) above, the Company will
                             specify in writing to you the nature of the act,
                             omission, refusal, or failure that it deems to
                             constitute Cause and, unless the Board or your
                             Direct Report reasonably concludes the situation
                             could not be corrected, give you 30 days after
                             you receive such notice to correct the situation
                             (and thus avoid termination for Cause),


Employment Agreement with James R. Corey                            Page 6 of 22
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                             unless the Company agrees to extend the time for
                             correction. You agree that the Board or your
                             Direct Report will have the discretion to
                             determine in good faith whether your correction
                             is sufficient, provided that this decision does
                             not foreclose you from using the Dispute
                             Resolution provisions of Exhibit B.

    WITHOUT CAUSE            Subject to the provisions below under PAYMENTS ON
                             TERMINATION and SEVERANCE, the Company may
                             terminate your employment under this Agreement
                             before the end of the Term without CAUSE. The
                             Company agrees not to terminate your employment
                             without CAUSE during the first six months after
                             the Effective Date.

    DISABILITY               If you become "DISABLED" (as defined below), the
                             Company may terminate your employment. You are
                             "disabled" if you are unable, despite whatever
                             reasonable accommodations the law requires, to
                             render services to the Company for more than 90
                             consecutive days because of physical or mental
                             disability, incapacity, or illness. You are also
                             disabled if you are found to be disabled within
                             the meaning of the Company's long-term disability
                             insurance coverage as then in effect (or would be
                             so found if you applied for the coverage).

    GOOD REASON              You may resign for Good Reason with 45 days'
                             advance written notice. "GOOD REASON" for this
                             purposes means, without your consent, (i) the
                             Company materially breaches this Agreement or
                             (ii) the Company relocates your primary office by
                             more than 25 miles from your primary office as of
                             December 31, 1998.

                             You must give notice to the Company of your
                             intention to resign for Good Reason within 30
                             days after the occurrence of the event that you
                             assert entitles you to resign for Good Reason. In
                             that notice, you must state the condition that
                             you consider provides you with Good Reason and,
                             if such reason relates to clause (i) above, must
                             give the Company an opportunity to cure the
                             condition within 30 days after your notice.
                             Before or during the 30 day period, either party
                             may request mediation under Exhibit B to resolve
                             any such disputes, and, if so requested, the
                             parties agree to cooperate to arrange a prompt
                             mediation during no more than a 30 day period. If
                             the Company fails to cure the condition, your
                             resignation will be effective on the 45th day
                             after your notice (unless the Board has
                             previously waived such notice period in writing
                             or agreed to a shorter notice period or unless
                             mediation is proceeding in good faith), in which
                             case such resignation will become effective 15
                             days after the end of such mediation, if not
                             previously cured.

                             You will not be treated as resigning for GOOD
                             REASON if the


Employment Agreement with James R. Corey                            Page 7 of 22
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                             Company already had given notice of termination
                             for CAUSE as of the date of your notice of
                             resignation.

    DEATH                    If you die during the Term, the Term will end as of
                             the date of your death.

    PAYMENTS ON              If you resign or the Company terminates your
    TERMINATION              employment with or without Cause or because of
                             disability or death, the Company will pay you any
                             unpaid portion of your Salary pro-rated through
                             the date of actual termination (and any annual
                             bonuses already determined by such date but not
                             yet paid unless your employment is terminated
                             with CAUSE), reimburse any substantiated but
                             unreimbursed business expenses, pay any accrued
                             and unused vacation time (to the extent
                             consistent with the Company's policies), and
                             provide such other benefits as applicable laws or
                             the terms of the benefits require. Except to the
                             extent the law requires otherwise or as provided
                             in the SEVERANCE paragraph, neither you nor your
                             beneficiary or estate will have any rights or
                             claims under this Agreement or otherwise to
                             receive severance or any other compensation, or
                             to participate in any other plan, arrangement, or
                             benefit, after such termination or resignation.
                             If your employment never begins because the
                             Company does not complete its IPO, you
                             acknowledge that you have no rights to the
                             Severance set forth below or to any other
                             payments under or with respect to this Agreement.

SEVERANCE                    In addition to the foregoing payments, if before
                             the end of the Term, the Company terminates your
                             employment without CAUSE or you resign for GOOD
                             REASON, the Company will

                                  pay you severance equal to your Salary, as
                                  then in effect, for 18 months on the same
                                  schedule as though you had remained employed
                                  during such period, even though you are no
                                  longer employed;

                                  pay the after-tax premium cost for you to
                                  receive any group health coverage the
                                  Company must offer you under Section 4980B
                                  of the Internal Revenue Code of 1986 ("COBRA
                                  COVERAGE") for the period of such coverage
                                  (unless the coverage is then provided under
                                  a self-insured plan);

                                  pay you, at the time the Company would
                                  otherwise pay your annual bonus, your pro
                                  rata share of the bonus for the year of your
                                  termination, where the pro rata factor is
                                  based on days elapsed in your year of
                                  termination till date of termination over
                                  365, less any portion of the


Employment Agreement with James R. Corey                            Page 8 of 22
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                                  bonus for the year of your termination already
                                  paid; and

                                  accelerate your options such that any options
                                  that would become exercisable within the six
                                  months after your date of termination or
                                  resignation will become exercisable as a
                                  result of your termination or resignation
                                  (and will expire in accordance with the
                                  option's terms within 90 days after such
                                  date).

                             You are not required to mitigate amounts payable
                             under the SEVERANCE paragraph by seeking other
                             employment or otherwise, nor must you return to
                             the Company amounts earned under subsequent
                             employment.

EXPIRATION                   Expiration of this Agreement, whether because of
                             notice of non-renewal or otherwise, does not
                             constitute termination without CAUSE nor provide
                             you with GOOD REASON and does not entitle you to
                             SEVERANCE, unless the Company's general severance
                             practices entitle you to severance in that
                             situation. If you remain employed at the end of
                             the Term and your employment then ends as a
                             result of expiration of the Agreement, the
                             Company will pay you severance equal to your
                             Salary, as then in effect, for 12 months on the
                             same schedule as though you had remained employed
                             during such period, even though you are no longer
                             employed, which payments you agree compensate you
                             for the restrictions under Exhibit A upon
                             contract expiration.

ASSIGNMENT                   The Company may assign or otherwise transfer this
                             Agreement and any and all of its rights, duties,
                             obligations, or interests under it to

                                  any of the affiliates or subsidiaries of the
                                  Company or

                                  to any business entity that at any time by
                                  merger, consolidation, or otherwise acquires
                                  all or substantially all of the Company's
                                  stock or assets or to which the Company
                                  transfers all or substantially all of its
                                  assets.

                             Upon such assignment or transfer, any such business
                             entity will be deemed to be substituted for the
                             Company for all purposes (except that the Company
                             will remain secondarily liable if it transfers
                             this Agreement to a subsidiary). You agree that
                             assignment or transfer does not constitute
                             entitle you to Severance. This Agreement binds
                             and benefits the Company, its successors or
                             assigns, and your heirs and the personal
                             representatives of your estate. Without the
                             Board's or your


Employment Agreement with James R. Corey                            Page 9 of 22
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                             Direct Report's prior written consent, you may not
                             assign or delegate this Agreement or any or all
                             rights, duties, obligations, or interests under
                             it.

SEVERABILITY                 If the final determination of an arbitrator or a
                             court of competent jurisdiction declares, after
                             the expiration of the time within which judicial
                             review (if permitted) of such determination may
                             be perfected, that any term or provision of this
                             Agreement, including any provision of Exhibit A,
                             is invalid or unenforceable, the remaining terms
                             and provisions will be unimpaired, and the
                             invalid or unenforceable term or provision will
                             be deemed replaced by a term or provision that is
                             valid and enforceable and that comes closest to
                             expressing the intention of the invalid or
                             unenforceable term or provision.

AMENDMENT; WAIVER            Neither you nor the Company may modify, amend, or
                             waive the terms of this Agreement other than by a
                             written instrument signed by you and an executive
                             officer of the Company duly authorized by the
                             Board. Either party's waiver of the other party's
                             compliance with any provision of this Agreement
                             is not a waiver of any other provision of this
                             Agreement or of any subsequent breach by such
                             party of a provision of this Agreement.

WITHHOLDING                  The Company will reduce its compensatory payments
                             to you for withholding and FICA taxes and any
                             other withholdings and contributions required by
                             law. The Company will, if reasonably practicable,
                             credit you with the FICA and unemployment tax
                             withholdings you incurred in 1999 before the
                             Effective Date.

GOVERNING LAW                The laws of the State of Texas (other than its
                             conflict of laws provisions) govern this Agreement.

NOTICES                      Notices must be given in writing by personal
                             delivery, by certified mail, return receipt
                             requested, by telecopy, or by overnight delivery.
                             You should send or deliver your notices to the
                             Company's corporate headquarters. The Company
                             will send or deliver any notice given to you at
                             your address as reflected on the Company's
                             personnel records. You and the Company may change
                             the address for notice by like notice to the
                             others. You and the Company agree that notice is
                             received on the date it is personally delivered,
                             the date it is received by certified mail, the
                             date of guaranteed delivery by the overnight
                             service, or the date the fax machine confirms
                             effective transmission.

SUPERSEDING EFFECT           This Agreement supersedes any prior oral or written
                             employment, severance, option, or fringe benefit
                             agreements


Employment Agreement with James R. Corey                           Page 10 of 22
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                             between you and the Company, other than with
                             respect to your eligibility for generally
                             applicable employee benefit plans. This Agreement
                             supersedes all prior or contemporaneous
                             negotiations, commitments, agreements, and
                             writings with respect to the subject matter of
                             this Agreement (other than the Agreement and Plan
                             of Organization dated as of June 1, 1999). All
                             such other negotiations, commitments, agreements,
                             and writings will have no further force or
                             effect; and the parties to any such other
                             negotiation, commitment, agreement, or writing
                             will have no further rights or obligations
                             thereunder.



























Employment Agreement with James R. Corey                           Page 11 of 22
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If you accept the terms of this Agreement, please sign in the space indicated
below. We encourage you to consult with any advisors you choose.


                               LUMINANT WORLDWIDE CORPORATION

                               By:         /s/ Guillermo G. Marmol
                                        ----------------------------------------

                                        Guillermo G. Marmol
                                        Chief Executive Officer



I accept and agree to the terms of employment set forth in this Agreement:

   /s/ James R. Corey
----------------------------
        James R. Corey

Dated:
      ----------------------

Employment Agreement with James R. Corey                           Page 12 of 22
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                                                          EXHIBIT A

NO COMPETITION           You agree to the provisions of this Exhibit A in
                         consideration of (i) your employment by the Company
                         and salary and benefits under this Agreement and the
                         training you will receive in connection with such
                         employment and (ii) the Company's acquisition of
                         your prior employer, and you agree that Exhibit A
                         should be considered ancillary to the agreement by
                         which that employer was acquired or otherwise became
                         part of the Company or a subsidiary (the "ACQUISITION
                         AGREEMENT"). While the Company (or its successor or
                         transferee) employs you and to the end of the
                         Restricted Period (as defined below), you agree as
                         follows:

                         You will not, directly or indirectly, be employed
                         by, lend money to, or engage in any Competing
                         Business within the Market Area (each as defined
                         below). That prohibition includes, but is not
                         limited to, acting, either singly or jointly or as
                         agent for, or as an employee of or consultant to,
                         any one or more persons, firms, entities, or
                         corporations directly or indirectly (as a director,
                         independent contractor, representative, consultant,
                         member, or otherwise) that constitutes such a
                         Competing Business. You also will not invest or hold
                         equity or options in any Competing Business, provided
                         that you may own up to 3% of the outstanding capital
                         stock of any corporation that is actively publicly
                         traded without violating this NO COMPETITION
                         covenant, so long as you have no involvement beyond
                         passive investing in such business and you comply
                         with the second sentence of this paragraph.

                         If, during the Restricted Period, you are offered
                         and want to accept employment with a business that
                         engages in activities similar to the Company's, you
                         will inform your Direct Report in writing of the
                         identity of the business, your proposed duties with
                         that business, and the proposed starting date of
                         that employment. You will also inform that business
                         of the terms of this Exhibit A. The Company will
                         analyze the proposed employment and make a good
                         faith determination as to whether it would threaten
                         the Company's legitimate competitive interests. If
                         the Company determines that the proposed employment
                         would not pose an unacceptable threat to its
                         interests, the Company will notify you that it does
                         not object to the employment.

                         You acknowledge that, during the portion of the
                         Restricted Period that follows your employment, you
                         may engage in any business activity or gainful
                         employment of any type and in any place except as
                         described above. You acknowledge that you


Employment Agreement with James R. Corey                           Page 13 of 22
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                         will be reasonably able to earn a livelihood without
                         violating the terms of this Agreement.

                         You understand and agree that the rights and
                         obligations set forth in this NO COMPETITION Section
                         will continue and will survive through the
                         Restricted Period.

DEFINITIONS

    COMPETING BUSINESS   COMPETING BUSINESS means any service or product of any
                         person or organization other than the Company and
                         its successors, assigns, or subsidiaries
                         (collectively, the "COMPANY GROUP") that competes
                         with any service or product of the Company Group
                         provided by any member of the Company Group during
                         your employment. COMPETING BUSINESS includes any
                         enterprise engaged in the formation or operation of
                         internet professional services firms that provide
                         strategic, interactive design and technical business
                         services, information technology and interactive
                         business consulting, and other related services to
                         assist clients in integrating and maintaining their
                         electronic commerce capabilities.

    MARKET AREA          The Market Area consists of the United States and
                         Canada. You agree that the Company provides services
                         both at its facilities and at the locations of its
                         customers or clients and that, by the nature of its
                         business, it operates globally.

RESTRICTED PERIOD        For purposes of this Agreement, the RESTRICTED
                         PERIOD ends at the first anniversary of the date
                         your employment with the Company Group ends for any
                         reason, provided that the end of the RESTRICTED
                         PERIOD does not shorten any restrictions to which
                         you are bound by the Acquisition Agreement.

NO INTERFERENCE;         During the Restricted Period, you agree that you will
NO SOLICITATION          not, directly or indirectly, whether for yourself or
                         for any other individual or entity (other than the
                         Company or its affiliates or subsidiaries),
                         intentionally

                             solicit any person or entity who is, or was,
                             within the 24 months preceding your date of
                             termination or resignation, a customer, prospect
                             (with respect to which any member of the Company
                             Group has incurred substantial costs or with
                             which you have been involved), or client of the
                             Company Group within the Market Area, with the
                             24 month period reduced to 12 months for
                             prospects with which you have not been involved;


Employment Agreement with James R. Corey                           Page 14 of 22
<PAGE>


                             hire away or endeavor to entice away from the
                             Company Group any employee or any other person
                             or entity whom the Company Group engages to
                             perform services or supply products and
                             including, but not limited to, any independent
                             contractors, consultants, engineers, or sales
                             representatives or any contractor,
                             subcontractor, supplier, or vendor; or

                             hire any person whom the Company Group employs or
                             employed within the prior 12 months.

SECRECY

    PRESERVING COMPANY   Your employment with the Company under and, if
    CONFIDENCES          applicable, before this Agreement (with a predecessor
                         to a member of the Company Group), has given and
                         will give you access to Confidential Information (as
                         defined below). You acknowledge and agree that
                         using, disclosing, or publishing any Confidential
                         Information in an unauthorized or improper manner
                         could cause the Company or Company Group to incur
                         substantial loss and damages that could not be
                         readily calculated and for which no remedy at law
                         would be adequate. Accordingly, you agree with the
                         Company that you will not at any time, except in
                         performing your employment duties to the Company or
                         the Company Group under this Agreement (or with the
                         Board's or your Direct Report's prior written
                         consent), directly or indirectly, use, disclose, or
                         publish, or permit others not so authorized to use,
                         disclose, or publish any Confidential Information
                         that you may learn or become aware of, or may have
                         learned or become aware of, because of your prior or
                         continuing employment, ownership, or association
                         with the Company or the Company Group or any of
                         their predecessors, or use any such information in a
                         manner detrimental to the interests of the Company
                         or the Company Group.

    PRESERVING OTHERS'   You agree not to use in working for the Company Group
    CONFIDENCES          and not to disclose to  the Company Group any trade
                         secrets or other information you do not have the
                         right to use or disclose and that the Company Group
                         is not free to use without liability of any kind.
                         You agree to promptly inform the Company in writing
                         of any patents, copyrights, trademarks, or other
                         proprietary rights known to you that the Company or
                         the Company Group might violate because of
                         information you provide.

    CONFIDENTIAL         "CONFIDENTIAL INFORMATION" includes, without
    INFORMATION          limitation, information that the Company or the
                         Company Group has not previously disclosed to the
                         public or to the trade with respect to


Employment Agreement with James R. Corey                           Page 15 of 22
<PAGE>


                         the Company's or the Company Group's present or
                         future business, including its operations, services,
                         products, research, inventions, discoveries, drawings,
                         designs, plans, processes, models, technical
                         information, facilities, methods, trade secrets,
                         copyrights, software, source code, systems, patents,
                         procedures, manuals, specifications, any other
                         intellectual property, confidential reports, price
                         lists, pricing formulas, customer lists, financial
                         information (including the revenues, costs, or
                         profits associated with any of the Company's or the
                         Company Group's products or services), business
                         plans, lease structure, projections, prospects,
                         opportunities or strategies, acquisitions or
                         mergers, advertising or promotions, personnel
                         matters, legal matters, any other confidential and
                         proprietary information, and any other information
                         not generally known outside the Company or the
                         Company Group that may be of value to the Company or
                         the Company Group but, notwithstanding anything to
                         the contrary, excludes any information already
                         properly in the public domain. "CONFIDENTIAL
                         INFORMATION" also includes confidential and
                         proprietary information and trade secrets that third
                         parties entrust to the Company or the Company Group
                         in confidence.

                         You understand and agree that the rights and
                         obligations set forth in this SECRECY Section will
                         continue indefinitely and will survive termination
                         of this Agreement and your employment with the
                         Company or the Company Group.

EXCLUSIVE PROPERTY       You confirm that all Confidential Information is and
                         must remain the exclusive property of the Company or
                         the relevant member of the Company Group. Any office
                         equipment (including computers) you receive from the
                         Company Group in the course of your employment and
                         all business records, business papers, and business
                         documents you keep or make, whether on digital media
                         or otherwise, in the course of your employment by
                         the Company relating to the Company or any member of
                         the Company Group must be and remain the property of
                         the Company or the relevant member of the Company
                         Group. Upon the termination of this Agreement with
                         the Company or upon the Company's request at any
                         time, you must promptly deliver to the Company or to
                         the relevant member of the Company Group any such
                         office equipment (including computers) and any
                         Confidential Information or other materials (written
                         or otherwise) not available to the public or made
                         available to the public in a manner you know or
                         reasonably should recognize the Company did not
                         authorize, and any copies, excerpts, summaries,
                         compilations, records, or documents you made or that
                         came into your possession during your employment.
                         You agree that you will not, without the


Employment Agreement with James R. Corey                           Page 16 of 22
<PAGE>


                         Company's consent, retain copies, excerpts,
                         summaries, or compilations of the foregoing
                         information and materials. You understand and agree
                         that the rights and obligations set forth in this
                         EXCLUSIVE PROPERTY Section will continue
                         indefinitely and will survive termination of this
                         Agreement and your employment with the Company Group.

    COPYRIGHTS,          You agree that all records, in whatever media
    DISCOVERIES,         (including written works), documents, papers,
    INVENTIONS,          notebooks, drawings, designs, technical information,
    AND PATENTS          source code, object code, processes, methods or other
                         copyrightable or otherwise protected works you
                         conceive, create, make, invent, or discover that
                         relate to or result from any work you perform or
                         performed for the Company or the Company Group or
                         that arise from the use or assistance of the Company
                         Group's facilities, materials, personnel, or
                         Confidential Information in the course of your
                         employment (whether or not during usual working
                         hours), whether conceived, created, discovered,
                         made, or invented individually or jointly with
                         others, will be and remain the absolute property of
                         the Company (or another appropriate member of the
                         Company Group, as specified by the Company), as will
                         all the worldwide patent, copyright, trade secret,
                         or other intellectual property rights in all such
                         works. (All references in this section to the
                         Company include the members of the Company Group,
                         unless the Company determines otherwise.) You
                         irrevocably and unconditionally waive all rights,
                         wherever in the world enforceable, that vest in you
                         (whether before, on, or after the date of this
                         Agreement) in connection with your authorship of any
                         such copyrightable works in the course of your
                         employment with the Company Group or any predecessor.
                         Without limitation, you waive the right to be
                         identified as the author of any such works and
                         the right not to have any such works subjected to
                         derogatory treatment. YOU RECOGNIZE ANY SUCH WORKS
                         ARE "WORKS FOR HIRE" OF WHICH THE COMPANY IS THE
                         AUTHOR.

                         You will promptly disclose, grant, and assign
                         ownership to the Company for its sole use and
                         benefit any and all ideas, processes, inventions,
                         discoveries, improvements, technical information,
                         and copyrightable works (whether patentable or not)
                         that you develop, acquire, conceive or reduce to
                         practice (whether or not during usual working hours)
                         while the Company or the Company Group employs you.
                         You will promptly disclose and hereby grant and
                         assign ownership to the Company of all patent
                         applications, letters patent, utility and design
                         patents, copyrights, and reissues thereof or any
                         foreign equivalents thereof, that may at any time be
                         filed or granted for


Employment Agreement with James R. Corey                           Page 17 of 22
<PAGE>


                         or upon any such invention, improvement, or
                         information. In connection therewith:

                             You will, without charge but at the Company's
                             expense, promptly execute and deliver such
                             applications, assignments, descriptions, and
                             other instruments as the Company may consider
                             reasonably necessary or proper to vest title to
                             any such inventions, discoveries, improvements,
                             technical information, patent applications,
                             patents, copyrightable works, or reissues
                             thereof in the Company and to enable it to
                             obtain and maintain the entire worldwide right
                             and title thereto; and

                             You will provide to the Company at its expense
                             all such assistance as the Company may
                             reasonably require in the prosecution of
                             applications for such patents, copyrights, or
                             reissues thereof, in the prosecution or defense
                             of interferences that may be declared involving
                             any such applications, patents, or copyrights
                             and in any litigation in which the Company may
                             be involved relating to any such patents,
                             inventions, discoveries, improvements, technical
                             information, or copyrightable works or reissues
                             thereof. The Company will reimburse you for
                             reasonable out-of-pocket expenses you incur and
                             pay you reasonable compensation for your time if
                             the Company Group no longer employs you.

                         To the extent, if any, that you own rights to works,
                         inventions, discoveries, proprietary information,
                         and copyrighted or copyrightable works, or other
                         forms of intellectual property that are incorporated
                         in the work product you create for the Company
                         Group, you agree that the Company will have an
                         unrestricted, non-exclusive, royalty-free,
                         perpetual, transferable license to make, use, sell,
                         offer for sale, and sublicense such works and
                         property in whatever form, and you hereby grant such
                         license to the Company (and the Company Group).

                         This COPYRIGHTS, DISCOVERIES, INVENTIONS AND PATENTS
                         section does not apply to an invention or discovery
                         for which no equipment, supplies, facility or trade
                         secret information of the Company Group (including
                         its predecessors) was used and that was developed
                         entirely on your own time, unless (a) the invention
                         relates (i) directly to the business of the Company
                         Group, or (ii) the Company Group's actual or then
                         reasonably anticipated research or development, or
                         (b) the invention results from any work you
                         performed for the Company Group or any


Employment Agreement with James R. Corey                           Page 18 of 22
<PAGE>


                         predecessor.

MAXIMUM LIMITS           If any of the provisions of Exhibit A are ever deemed
                         to exceed the time, geographic area, or activity
                         limitations the law permits, you and the Company
                         agree to reduce the limitations to the maximum
                         permissible limitation, and you and the Company
                         authorize a court or arbitrator having jurisdiction
                         to reform the provisions to the maximum time,
                         geographic area, and activity limitations the law
                         permits; PROVIDED, HOWEVER, that such reductions
                         apply only with respect to the operation of such
                         provision in the particular jurisdiction with
                         respect to which such adjudication is made.

INJUNCTIVE RELIEF        Without limiting the remedies available to the Company,
                         you acknowledge

                             that a breach of any of the covenants in this
                             Exhibit A may result in material irreparable injury
                             to the Company and Company Group for which there
                             is no adequate remedy at law, and

                             that it will not be possible to measure damages
                             for such injuries precisely.

                         You agree that, if there is a breach or threatened
                         breach, the Company or any member of the Company
                         Group may be entitled to obtain a temporary
                         restraining order and/or a preliminary or permanent
                         injunction restraining you from engaging in
                         activities prohibited by any provisions of this
                         Exhibit A or such other relief as may be required to
                         specifically enforce any of the covenants in this
                         Exhibit A. The Company or any member of the Company
                         Group will, in addition to the remedies provided in
                         this Agreement, be entitled to avail itself of all
                         such other remedies as may now or hereafter exist at
                         law or in equity for compensation and for the
                         specific enforcement of the covenants contained in
                         this Agreement. Resort to any remedy provided for in
                         this Section or provided for by law will not prevent
                         the concurrent or subsequent employment of any other
                         appropriate remedy or remedies, or preclude the
                         Company's or the Company Group's recovery of
                         monetary damages and compensation. You also agree
                         that the Restricted Period or such longer period
                         during which the covenants hereunder by their terms
                         survive will extend for any and all periods for
                         which a court with personal jurisdiction over you
                         finds that you violated the covenants contained in
                         this Exhibit A.


Employment Agreement with James R. Corey                           Page 19 of 22
<PAGE>


                                    EXHIBIT B
                               DISPUTE RESOLUTION

MEDIATION                If either party has a dispute or claim relating to
                         this Agreement or their relationship and except as
                         set forth in ALTERNATIVES, the parties must first
                         seek to mediate the same before an impartial
                         mediator the parties mutually designate, and the
                         parties must equally share the expenses of such
                         proceeding (other than their respective attorneys'
                         fees). Subject to the mediator's schedule, the
                         mediation must occur within 45 days of either
                         party's written demand. However, in an appropriate
                         circumstance, a party may seek emergency equitable
                         relief from a court of competent jurisdiction
                         notwithstanding this obligation to mediate.

BINDING ARBITRATION      If the mediation reaches no solution or the parties
                         agree to forego mediation, the parties will promptly
                         submit their disputes to binding arbitration before
                         one or more arbitrators (collectively or singly, the
                         "ARBITRATOR") the parties agree to select (or whom,
                         absent agreement, a court of competent jurisdiction
                         selects). The arbitration must follow applicable law
                         related to arbitration proceedings and, where
                         appropriate, the Commercial Arbitration Rules of the
                         American Arbitration Association.

ARBITRATION PRINCIPLES   All statutes of limitations and substantive laws
                         applicable to a court proceeding will apply to this
                         proceeding. The Arbitrator will have the power to
                         grant relief in equity as well as at law, to issue
                         subpoenas duces tecum, to question witnesses, to
                         consider affidavits (provided there is a fair
                         opportunity to rebut the affidavits), to require
                         briefs and written summaries of the material
                         evidence, and to relax the rules of evidence and
                         procedure, provided that the Arbitrator must not
                         admit evidence it does not consider reliable. The
                         Arbitrator will not have the authority to add to,
                         detract from, or modify any provision of this
                         Agreement. The parties agree (and the Arbitrator
                         must agree) that all proceedings and decisions of
                         the Arbitrator will be maintained in confidence, to
                         the extent legally permissible, and not be made
                         public by any party or the Arbitrator without the
                         prior written consent of all parties to the
                         arbitration, except as the law may otherwise require.


Employment Agreement with James R. Corey                           Page 20 of 22
<PAGE>


DISCOVERY; EVIDENCE;     The parties have selected arbitration to expedite the
PRESUMPTIONS             resolution of disputes and to reduce the costs and
                         burdens associated with litigation. The parties
                         agree that the Arbitrator should take these concerns
                         into account when determining whether to authorize
                         discovery and, if so, the scope of permissible
                         discovery and other hearing and pre-hearing
                         procedures. The Arbitrator may permit reasonable
                         discovery rights in preparation for the arbitration,
                         provided that it should accelerate the scheduling of
                         and responses to such discovery so as not to
                         unreasonably delay the arbitration. Exhibits must be
                         marked and left with the Arbitrator until it has
                         rendered a decision. Either party may elect, at its
                         expense, to record the proceedings by audiotape or
                         stenographic recorder (but not by video). The
                         Arbitrator may conclude that the applicable law of
                         any foreign jurisdiction would be identical to that
                         of Texas on the pertinent issue(s), absent a party's
                         providing the Arbitrator with relevant authorities
                         (and copying the opposing party) at least five
                         business days before the arbitration hearing.

NATURE OF AWARD          The Arbitrator must render its award, to the extent
                         feasible, within 30 days after the close of the
                         hearing. The award must set forth the material
                         findings of fact and legal conclusions supporting
                         the award. The parties agree that it will be final,
                         binding, and enforceable by any court of competent
                         jurisdiction. Where necessary or appropriate to
                         effectuate relief, the Arbitrator may issue
                         equitable orders as part of or ancillary to the
                         award. The Arbitrator must equitably allocate the
                         costs and fees of the proceeding and may consider in
                         doing so the relative fault of the parties. The
                         Arbitrator may award reasonable attorneys' fees to
                         the prevailing party to the extent a court could
                         have made such an award.

APPEAL                   The parties may appeal the award based on the
                         grounds allowed by statute, as well as upon the
                         ground that the award misapplies the law to the
                         facts, provided that such appeal is filed within the
                         applicable time limits law allows. If the award is
                         appealed, the court may consider the ruling,
                         evidence submitted during the arbitration, briefs,
                         and arguments but must not try the case DE NOVO. The
                         parties will bear the costs and fees associated with
                         the appeal in accordance with the arbitration award
                         or, in the event of a successful appeal, in
                         accordance with the court's final judgment.


Employment Agreement with James R. Corey                           Page 21 of 22
<PAGE>


ALTERNATIVES             This DISPUTE RESOLUTION provision does not preclude
                         a party from seeking equitable relief from a court
                         (i) to prevent imminent or irreparable injury or
                         (ii) pending arbitration, to preserve the last
                         peaceable status quo, nor does it preclude the
                         parties from agreeing to a less expensive and faster
                         means of dispute resolution. It does not prevent the
                         Company from immediately seeking in court an
                         injunction or other remedy with respect to Exhibit A.





Employment Agreement with James R. Corey                           Page 22 of 22