EXHIBIT 4.3


                                BILLSERV.COM INC.
                          EMPLOYEE STOCK PURCHASE PLAN

1.      PURPOSE

        The billserv.com Inc. Employee Stock Purchase Plan (the "plan") is
        designed to encourage employees of billserv.com Inc. ("billserv.com")
        and its participating Subsidiaries (collectively, the "Company"), where
        permitted by applicable laws and regulations, to acquire an equity
        interest in billserv.com through the purchase of shares of the common
        stock, par value $0.001 per share, of billserv.com ("Common Stock").
        These purchases are intended to establish a closer identification of
        employee, Company and stockholder interests and to provide employees
        with a direct means of participating in the Company's growth and
        earnings. It is anticipated that Plan participation will motivate
        employees to remain in the employ of the Company and give greater
        efforts on behalf of the Company. This Plan is intended to constitute an
        "employee stock purchase plan" within the meaning of Section 423 of the
        Internal Revenue Code of 1986, as amended (the "Code").

2.      DEFINITIONS

        The following words or terms, when used herein, shall have the following
        respective meanings:

        "Closing Market Price" refers to the reported closing sales price for
        shares of the Common Stock as so reported in The Wall Street Journal for
        that day.

        "Committee" shall refer to the committee appointed by the billserv.com
        Board of Directors to administer this Plan.

        "Designated Broker" refers to the securities brokerage company that will
        assist billserv.com in administering the Plan and which may be
        designated from time to time by the Committee.

        "Effective Date" means July 1, 1999, the first Enrollment Date under the
        Plan.

        "Employee" refers to all full-time and part-time employees, employed by
        billserv.com or a Subsidiary on a continuous basis.

        "Employee Contribution Amounts" refers to the amounts contributed by
        employees via payroll deduction.

        "Enrollment Date" refers to July 1, 1999, the first Enrollment Date
        under the Plan, the first day of the initial six-month Participation
        Period ending December 31, 1999, and after that latter date, refers to
        January 1 and July 1, the first day of the succeeding six-month
        Participation Periods which continue thereafter.

        "Enrollment Period" refers to the designated Period that precedes each
        Enrollment Date during which employees eligible to participate are
        Provided the opportunity to enroll in the Plan. The Enrollment Period is
        approximately two weeks in duration and, generally, will expire
        approximately 10 to 14 days prior to the Enrollment Date. The exact
        dates for each Enrollment Period will be communicated to all eligible
        employees prior to the Enrollment Period.

        "Exercise Date" refers to the last stock Wading day in a Participation
        Period.

        "Fair Market Value" refers to the Closing Market Price on either the
        first or last stock trading day in the Participation Period as
        determined in accordance with Section 9.

        "Participant" refers to any employee meeting the eligibility
        requirements specified in Section 5 who has enrolled in the Plan.

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        "Participation Period" refers to the six-month period from the Effective
        Date through December 31, 1999, and after that latter date refers to
        periods of January 1 through June 30 and July 1 through December 31,
        during which periods payroll deductions will be made to purchase stock
        under the Plan, or such other period as the Committee may at any time
        prescribe.

        "Plan" shall refer to this billserv.com Employee Stock Purchase Plan.

        "Subsidiary" refers to any present or future corporation that is a
        "subsidiary corporation" of the Company within the meaning of Section
        424 of the Code.

3.      ADMINISTRATION OF THE PLAN

        The Plan shall be administered by the Employee Stock Purchase Plan
        Committee (the "Committee") appointed by the Board of Directors of
        billserv.com (the "Board"), which Committee shall consist of at least
        two (2) persons, who need not be members of the Board. The members of
        the Committee shall supervise the administration and enforcement of the
        Plan according to its terms and provisions and shall have all powers
        necessary to accomplish these purposes and discharge its duties
        hereunder including, but not limited to, the power to interpret the
        Plan, to make factual determinations and resolve issues of eligibility,
        stock price determination, or any other issues arising under the Plan or
        as a result of participation of Participants in the Plan.

        The Committee may act by majority decision of its members at a regular
        or special meeting of the Committee or by decision reduced to writing
        and signed by all members of the Committee without holding a formal
        meeting. Vacancies in the membership of the Committee arising from
        death, resignation or other inability to serve shall be filled by
        appointment by the Board as soon as possible. All decisions by the
        Committee shall be final and conclusive and binding upon Participants
        and the Company.

4.      NATURE AND NUMBER OF SHARES

        The Common Stock subject to issuance under the terms of the Plan shall
        be shares of billserv.com's authorized but unissued shares. The
        aggregate number of shares that may be issued under the Plan shall not
        exceed one million (1,000,000) shares of Common Stock. If the total
        number of shares that Employees elect to purchase under the Plan exceeds
        the shares available, the Committee will allot shares among Employees.

        In the event of any reorganization, recapitalization, stock split,
        reverse stock split, stock dividend, spin-off, combination of shares,
        merger, consolidation, offering of rights or other similar change in the
        capital structure of billserv.com, the Committee may make such
        adjustment, if any, as it deems appropriate in the number, kind and
        purchase price of the shares available for purchase under the Plan, in
        the maximum number of shares that may be issued under the Plan and in
        the Participation Periods, subject to the approval of the Board and in
        accordance with Section 20 of the Plan.

        If billserv.com is acquired in a transaction whereby it is not the
        surviving entity or all or substantially all of billserv.com's assets
        are acquired, the Committee shall determine a Plan termination date.
        This date shall precede the expected effective date of such acquisition
        by not more than sixty (60) days. Employee Contribution Amounts
        accumulated during the period between the most recent Enrollment Date
        and Plan termination date shall be used to purchase shares for
        Participants in the manner provided in Section 9 utilizing the Plan
        termination date as the Exercise Date for determining the purchase price
        for shares of Common Stock. In the event the Plan is terminated and the
        acquisition transaction is not consummated, the Plan may be reactivated
        on a date determined by the Committee.

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5.      ELIGIBILITY REQUIREMENTS

        Each Employee, except as described in the next following paragraph,
        shall become eligible to participate in the Plan in accordance with this
        Section 5 on the first Enrollment Date following employment by the
        Company. Participation in the Plan is voluntary.

        The following Employees are not eligible to Participate in the Plan:

        (i)     Employees who have not completed at least three (3) months of
                continuous service with the Company as of the Enrollment Date;
                and

        (ii)    Employees who would, immediately upon enrollment in the Plan,
                own directly or indirectly, or hold options or rights to
                acquire, an aggregate of five percent (5%) or more of the total
                combined voting power or value of all outstanding shares of all
                classes of billserv.com or any Subsidiary.

        Employees of any corporation that may become a Subsidiary after the
        Effective Date shall automatically be deemed to be eligible for
        participation under this Plan effective as of the Enrollment Date
        following the date (1) the corporation became a Subsidiary and (2) the
        Employees satisfied the continuous service requirements described above.

        All service with any parent corporation of billserv.com or any
        subsidiary of such parent will be taken into account as continuous
        service for purposes of this Section 5.

6.      ENROLLMENT

        Each eligible Employee of the Company as of the Effective Date will
        become an eligible Employee in the Plan on the Effective Date if
        immediately prior to the Effective Date he or she was eligible to
        participate in a plan of a future parent or subsidiary of billserv.com.
        Each other Employee of the Company who thereafter becomes eligible to
        participate may enroll in the Plan on the January 1 and July 1
        Enrollment Dates following the date he or she first meets the
        eligibility requirements of Section 5 of the Plan. Any eligible Employee
        not enrolling in the Plan when first eligible may enroll in the Plan on
        the next succeeding January 1 or July 1 Enrollment Date. In order to
        enroll, an eligible Employee must complete, sign and submit the
        appropriate forms during the Enrollment Period to billserv.com's Human
        Resources Department. Continued enrollment in subsequent periods shall
        be automatic and no additional documentation is required, unless a
        Participant desires to revise the Employee Contribution Amount for the
        subsequent Participation Period. Employee Contribution Amounts shall
        remain constant if not changed at the Employee's request during an
        Enrollment Period. In order to terminate Plan participation, at any
        time, or change Employee Contribution Amounts during an Enrollment
        Period, the participant must complete, sign and submit the appropriate
        forms to billserv.com's Human Resources Department.

7.      GRANT OF RIGHT TO PURCHASE SHARES ON ENROLLMENT

        Enrollment in the Plan by an Employee on an Enrollment Date will
        constitute the grant by billserv.com to the Participant of the right to
        purchase shares of Common Stock under the Plan. Re-enrollment or
        continued enrollment by a Participant in the Plan will constitute a
        grant, on the Enrollment Date on which such re-enrollment or continued
        enrollment occurs, by billserv.com to the Participant of a new right to
        purchase shares of Common Stock. A Participant who has not terminated
        employment shall have shares of Common Stock automatically purchased for
        him or her on the applicable Exercise Date. The participant shall
        automatically be re-enrolled in the Plan for subsequent Participation
        Periods at the same Employee Contribution Amount, unless the Participant
        notifies billserv.com's Human Resources Department on the appropriate
        forms that he or she elects not to re-enroll or desires to change his or
        her Employee Contribution Amount. A Participant who has suspended
        payroll deductions during any Participation Period must re-enroll on the
        appropriate forms to participate in the Plan in any future Participation
        Periods.

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        Each right to purchase shares of Common Stock under the Plan during any
        participation Period shall have the following terms:

        (1)     the right to purchase shares of Common Stock during any
                Participation Period shall expire on the earlier of (A) the
                completion of the purchase of shares on the Exercise Date or (B)
                the date on which the Participant terminates employment;

        (ii)    in no event shall the right to purchase shares of Common Stock
                during any Participation Period extend beyond twenty-seven (27)
                months from the Enrollment Date;

        (iii)   payment for shares purchased shall be made only with amounts
                contributed through payroll deductions;

        (iv)    purchase of shares shall be accomplished only in accordance with
                Section 9;

        (v)     the price per share shall be determined as provided in Section
                9;

        (vi)    the right to purchase shares of Common Stock (taken together
                with all other such rights then outstanding under this Plan and
                under all other similar stock purchase plans of billserv.com or
                any Subsidiary) will in no event give the Participant the right
                to purchase a number of shares of Common Stock during a
                Participation Period in excess of the number of shares of Common
                Stock derived by dividing 1,000,000 by the Fair Market Value of
                the Common Stock on the applicable Grant Date, as defined in
                Section 9, determined in accordance with Section 9; and

        (vii)   the right to purchase shares of Common Stock shall in all
                respects be subject to the terms and conditions of the Plan, as
                interpreted by the Committee from time to time.

8.      METHOD OF PAYMENT

        Payment of shares of Common Stock shall be made as of the applicable
        Exercise Date with amounts contributed through payroll deductions
        collected over the Plan's designated Participation Period, with the
        first such deduction commencing with the payroll period ending after the
        Enrollment Date. Each Participant will authorize such deductions from
        his or her pay for each month during the Participation Period. No
        changes in monthly deduction amounts are permitted subsequent to the
        Enrollment Period other than ceasing ongoing payroll deductions for the
        remainder of the Participation Period. Payroll deductions will be made
        in equal installments on each of the first two payrolls of each month
        during the Participation Period. No lump sum or prepayments are
        permitted. Employees may select any monthly Employee Contribution Amount
        as long as the following requirements are met:

        (i)     at least $10.00 is deducted each month;

        (ii)    amount selected is a multiple of $5.00;

        (iii)   total amount deducted does not exceed Employee's net pay of
                their base salary; and

        (iv)    the aggregate of monthly deduction amounts does not exceed
                $10,625.00 in any Participation Period (under this Plan and
                under all other similar stock purchase plans of billserv.com or
                any Subsidiary). If for any reason a Participants's
                contributions to the Plan exceed $10,625.00 during any
                Participation Period, such excess amounts shall be refunded to
                the Participant as soon as practicable after such excess has
                been determined to exist.

        A Participant may suspend payroll deductions at any time during a
        Participation Period by given written notice to billserv.com's Human
        Resources Department on the appropriate forms, which will be processed
        effective for the first payroll period that is administratively
        feasible. In such case, the Participant's account balance shall still be
        used to purchase Common Stock at the end of the Participation Period.
        Any Participant who suspends payroll deductions during any Participation
        Period cannot resume payroll deductions during such period and must
        re-enroll in the Plan during a subsequent Enrollment Period in order to
        participate in any future Participation Periods.

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        Except in the case of termination of employment, the amount in a
        Participant's account at the end of any Participation Period shall be
        applied to the purchase of shares, as provided in Section 9.

9.      SHARES

        The right to purchase shares of Common Stock granted by the Company
        under the Plan is for the term of a Participation Period. The price to
        be paid for the Common Stock to be purchased at the expiration of such
        Participation Period shall be determined as the lower of. (a) 85 % of
        the Closing Market Price on the first trading day of the Participation
        Period (Grant Date) or (b) 85% of the Closing Market Price on the last
        trading day in the Participation Period (Exercise Date). These dates
        constitute the date of grant and the date of exercise for valuation
        purposes under Section 423 of the Code.

        The number of shares of Common Stock, including fractional shares,
        purchased on behalf of a Participant shall be recorded in the Designated
        Broker stock trading account established for each Participant as soon as
        administratively feasible, but no later than five (5) business days
        following the last business day of the preceding Participation Period.
        The number of shares purchased shall be computed by dividing the
        aggregate Employee Contribution Amount by the price for the Common Stock
        determined in the manner described in the preceding paragraph.
        Participants shall be treated as the record owners of the shares, with
        all rights of a stockholder, effective as of the date the shares are
        posted to the Participant's stock trading account. Any fees associated
        with maintaining these stock trading accounts shall be the obligation of
        the Company.

10.     WITHDRAWAL OF SHARES

        The record of shares of Common Stock purchased shall be maintained in an
        individual stock trading account established at the Designated Broker on
        behalf of the Participant until the shares are either withdrawn or sold.
        A Participant may elect to withdraw all shares held in his or her
        account at any time (without withdrawing from the Plan) by giving notice
        to the Designated Broker. Upon receipt of such notice, the Designated
        Broker will arrange for either (a) the issuance and delivery of all
        shares held in the Participant's account as soon as administratively
        feasible or (b) the sale of the shares, as described by the Participant.

        Certificates shall be issued only in the following situations:

        (i)     if the Participant requests a certificate; or

        (ii)    if the Participant terminates employment with the Company and
                requests a certificate.

        In both of these cases, the Participant will be required to notify the
        Designated Broker and pay an issuance fee. The share certificate will be
        issued to the Participant as soon as administratively feasible after the
        receipt by the Designated Broker of the required form and payment of the
        issuance fee.

        Fractional shares shall be handled as follows: For share withdrawals,
        only whole shares will be certified and issued to Participants. A
        payment will be made to the Participant for any fractional shares owned
        by the Participant. This payment shall be computed using the Closing
        Market Price of a share of Common Stock on the date the withdrawal is
        processed by the Designated Broker. For shares sold, Participants shall
        receive credit for all whole and fractional shares at the actual price
        for which the shares were sold.

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11.     INCOME TAX OBLIGATIONS

        Participants shall be responsible for all personal income tax
        obligations associated with selling shares of Common Stock purchased
        through this Plan. The Committee shall recommend that each Participant
        seek competent, professional tax advice prior to enrolling in the Plan
        to ensure he or she fully understands the tax consequences resulting
        from stock sales.

12.     TERMINATION OF PARTICIPATION

        The right to participate in the Plan terminates immediately when a
        Participant ceases to be employed by Billing or any Subsidiary. Employee
        Contribution Amounts collected prior to the date of termination of
        employment shall be paid in cash. The cash shall be delivered to the
        Participant as soon as administratively feasible following the end of
        the Participation Period in which the Participant's employment
        terminates. Employee Contribution Amounts for Participants who are on a
        Leave of Absence will be used to purchase Common Stock at the conclusion
        of the Participation Period in accordance with Section 9.

13.     DEATH OF A PARTICIPANT

        As soon as administratively feasible after receiving notification of the
        death of a Participant, Employee Contribution Amounts collected prior to
        the date of termination of employment shall be paid in cash to the
        Participant's estate. No additional shares of Common Stock may be
        purchased on behalf of a Participant after notification of death is
        received. All assets in a Participant's stock trading account will
        remain in the Participant's account until the person whom the
        Participant has elected a joint tenant, with or without right of
        survivorship, or the representative of the Participant's estate requests
        delivery thereof from the Designated Broker and submits such
        documentation as the Designated Broker may require to show proof of
        entitlement thereto.

14.     ASSIGNMENT

        The rights of a Participant under the Plan shall not be assignable or
        otherwise transferable by the Participant except by win or the laws of
        descent and distribution or pursuant to a qualified domestic relations
        order. No purported assignment or transfer of any rights of a
        Participant under the Plan, whether voluntary or involuntary, by
        operation of law or otherwise, shall vest in the purported assignee or
        transferee any interest or right therein whatsoever, but immediately
        upon such assignment or transfer, or any attempt to make the same, such
        rights shall terminate and become of no further effect. If the foregoing
        provisions of this Section 14 are violated, the Participant's election
        to purchase Common Stock shall terminate and the only obligation of the
        Company remaining under the Plan shall be to pay the person entitled
        thereto the Employee Contribution Amount then credited to the
        Participant's account. No Participant may create a lien on any funds,
        securities, rights or other property held for the account of the
        Participant under the Plan, except to the extent permitted by will or
        the laws of descent and distribution if beneficiaries have not been
        designated. A Participant's right to purchase shares of Common Stock
        under the Plan shall be exercisable only during the Participant's
        lifetime and only by him or her.

15.     COSTS

        billserv.com will pay all expenses incident to establishing and
        administering the Plan. Expenses to be incurred by Participants shall be
        limited to brokerage fees relating to sales of stock from the
        Participant's account (as described herein), issuance fees (as described
        in Section 10) and any personal income tax obligations.

16.     REPORTS

        At least annually, the Company shall provide or cause to be provided to
        each Participant a report of their Employee Contribution Amounts and the
        shares Of Common Stock purchased with such Employee Contribution Amounts
        by that Participant on each Exercise Date.

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17.     EQUAL RIGHTS AND PRIVILEGES

        All eligible Employees shall have equal rights and privileges with
        respect to the Plan so that the Plan qualifies as an "employee stock
        purchase plan" within the meaning of Section 423 or any successor
        provision of the Code and related regulations. Any provision of the Plan
        that is inconsistent with Section 423 or any successor provision of the
        Code shall without further act or amendment by the Company be reformed
        to comply with the requirements of Section 423. This Section 17 shall
        take precedence over all other provisions in the Plan.

18.     RIGHTS AS A STOCKHOLDER

        A Participant shall have no rights as a stockholder under his or her
        rights to purchase Common Stock until he or she becomes a stockholder as
        herein provided. A Participant will become a stockholder with respect to
        shares for which payment has been completed as provided in Section 9
        effective as of the date the shares are posted to the Participant's
        stock trading account.

19.     MODIFICATION AND TERMINATION

        The Board may amend or terminate the Plan at any time as permitted by
        law, with the exception that the provisions of the Plan (including,
        without limitation, the provisions of Sections 8 and 9) that constitute
        a formula award for purposes of Rule l6b-3 promulgated by the Securities
        and Exchange Commission under the Securities Exchange Act of 1934, as
        amended ("Rule 16b-3"), may not be amended more than once every six (6)
        months, other than to comply with changes in the Code, or the rules
        thereunder. No amendment shall be effective unless within one (1) year
        after the change is adopted by the Board it is approved by the holders
        of a majority of the voting power of billserv.com's outstanding shares:

        (i)     if and to the extent such amendment is required to be approved
                by stockholders to continue the exemption provided for in Rule
                l6b-3 (or any successor provision); or

        (ii)    if such amendment would cause the rights granted under the Plan
                to purchase shares of Common Stock to fail to meet the
                requirements of Section 423 of the Code (or any successor
                provision).

20.     BOARD AND STOCKHOLDER APPROVAL; EFFECTIVE DATE

        The Plan was approved by the Board and by the sole stockholder of
        billserv.com on January 4, 1999. The Plan will become effective as of
        July 1, 1999.

21.     GOVERNMENTAL APPROVALS OR CONSENTS

        The Plan and any offering or sale made to Employees under the Plan are
        subject to any governmental approvals or consents that may be or become
        applicable in connection therewith. Subject to the provisions of Section
        19, the Board may make such changes in the Plan and include such terms
        in any offering under the Plan as may be desirable to comply with the
        rules or regulations of any governmental authority.

22.     USE OF FUNDS

        All Employee Contribution Amounts received or held by the Company under
        this Plan may be used by the Company for any corporate purpose, and the
        Company shall not be obligated to segregate such amounts.

23.     NO ADDITIONAL PURCHASE RIGHTS OR EMPLOYMENT RIGHTS

        Other than for rights to purchase Common Stock under the Plan, the Plan
        does not, directly or indirectly, create any right for the benefit of
        any Employee or class of Employee to purchase any shares under the Plan,
        or create in any Employee or class of Employee any right with respect to
        continuance of employment with the Company, and it shall not be deemed
        to interfere in any way with the Company's right to terminate, or
        otherwise modify, any Employee's employment at any time.

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24.     EFFECT OF PLAN

        The provisions of the Plan shall, in accordance with its terms, be
        binding upon, and inure to the benefit of, all successors of each
        Employee participating in the Plan, including, without limitation, such
        Employee's estate and the executors, administrators or trustees thereof,
        heirs and legatees, and any receiver, trustee in bankruptcy or
        representative of creditors of such Employee.

25.     GOVERNING LAW

        The laws of the State of Nevada will govern all matters relating to the
        Plan except to the extent superseded by the laws of the United States or
        the property laws of any particular state.

26.     NO PAYMENT OF INTEREST

        No interest will be paid or allowed on any Employee Contribution Amounts
        or amounts credited to the account of any Participant.

27.     OTHER PROVISIONS

        The agreement to purchase shares of Common Stock under the Plan shall
        contain such other provisions as the Committee and the Board shall deem
        advisable, provided that no such provision shall in any way conflict
        with the terms of the Plan.

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