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                                                                   Exhibit 10.19

                                   ESPS, Inc.
                              Employment Agreement

To Frances Moscoe:

     This Agreement establishes the terms of your employment with ESPS, Inc., a
Delaware corporation (the "Company").

Employment and Duties  You and the Company agree to your employment as Vice
                       President, Strategic Marketing on the terms contained
                       herein. You agree to perform whatever duties the
                       Company's Board of Directors (the "Board") or person the
                       Board or the Company's Chief Executive Officer specifies
                       as your direct report (the "Direct Report") may assign
                       you from time to time that are reasonably consistent with
                       your position as Vice President, Strategic Marketing.
                       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 your
                       execution of this Agreement (the "Effective Date").
                       Unless sooner terminated under this Agreement, your
                       employment ends at 6:00 p.m. Eastern Time on the second
                       anniversary of the Effective Date.

                       The period running from the Effective Date to the second
                       anniversary of the Effective 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

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                       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
                       $132,000 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             You will be eligible for an annual bonus equal to up to
                       $50,000. The Board or your Direct Report will review your
                       bonus annually and consider you for increases. This bonus
                       will be calculated according to annual incentive plan
                       formulas adopted on an annual basis by the Company. It is
                       the Company's good faith intention to provide formulas
                       for future fiscal years within 90 days of the
                       commencement of such fiscal year.


     Relocation        In the event the Company relocates your principal place
     Expenses          of business in excess of 25 miles, but not more than 50
                       miles from Fort Washington, Pennsylvania, the Company
                       will reimburse you for reasonable and necessary
                       relocation expenses, not to exceed $15,000.

     Vacation          You will be eligible for four weeks vacation per annum.
                       In addition, you will be eligible for personal days and
                       sick days the Company makes generally available from time
                       to time to the Company's employees, as those benefits are
                       amended or terminated from time to time.

     Employee          While the Company employs you under this Agreement, the
     Benefits          Company will provide you with the same benefits as it
                       makes generally available from time to time to the
                       Company's employees, as those benefits are amended or
                       terminated from time to time. 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

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                       sole discretion may from time to time adopt, modify,
                       interpret, or discontinue such plans or policies. It is
                       the Company's good faith intention to provide information
                       on additional executive benefits, if any, within 90 days
                       of the execution of this agreement.

Place of Employment    Your principal place of employment will be within 50
                       miles of Fort Washington, Pennsylvania.

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. 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 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        You confirm that you have fully disclosed to the Company,
Interest               to the best of your knowledge, all circumstances under
                       which you, your spouse, and other persons who reside in
                       your household have or

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                       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            You will neither pay nor permit payment of any
                       remuneration to or
Payments               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 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).

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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, or
                            materially violate the Company's business practices
                            and policies as set forth in its Employee Handbook;

                            (iii) fail or refuse to perform any duties delegated
                            to you that are reasonably consistent with the
                            duties of similarly-situated senior executives or
                            are otherwise required under this Agreement,
                            provided that these duties do not conflict with any
                            other provision of 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,
                            commit either a material dishonest act or common law
                            fraud or knowingly violate any federal or state
                            securities or tax laws.

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                       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), 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.

     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
                       because of mental disability, incapacity, or illness, for
                       more than the sum of:

                         a)  90 consecutive days,
                         b)  the number of earned but unused vacation days (see
                             the Vacation paragraph of this Agreement for the
                             number of vacation days available per year), and
                         c)  the number of earned but unused personal and sick
                             days generally available from time to time to the
                             Company's employees, as those benefits are amended
                             or terminated from time to time.

                       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), and you have no
                       remaining:

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                         a)  earned but unused vacation days (see the Vacation
                             paragraph of this Agreement for the number of
                             vacation days available per year), and
                         b)  earned but unused personal and sick days generally
                             available from time to time to the Company's
                             employees, as those benefits are amended or
                             terminated from time to time.



     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 50 miles from Fort Washington, Pennsylvania.

                    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
                    Company already had given notice of termination for Cause as
                    of the date of your notice of resignation.

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                    In addition, you will not be treated as resigning for Good
                    Reason if the Company changes your position as Vice
                    President, Strategic Marketing, to another Vice President
                    position suitable for your skills, provided that the terms
                    of such position do not violate any other provisions of this
                    Agreement.

     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 employment with
     Termination    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 or in
                    your option agreements, 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.

     Severance      In addition to the foregoing payments, if 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 six 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

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                              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 bonus for the year of
                              your termination already paid; and

                         It is the Company's good faith intention to provide
                         you, within 90 days of this agreement, a proposal of
                         the number of unvested options that will be subject to
                         accelerated vesting upon either termination without
                         cause, resignation for good reason, or as a result of a
                         change of control.  In the event you do not find such
                         proposal acceptable, you will be entitled to cancel
                         this agreement within 30 days of receipt of the
                         Company's proposal, provided such cancellation is
                         effected according to the Notices paragraph of this
                         Agreement.  In the event of such cancellation, the
                         provisions of your previous employment agreement, if
                         any, will be reinstated, and you will not be eligible
                         for any additional compensation or benefits offered
                         under this Agreement.

                         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.

     Change of Control   A Change of Control for this purpose means the
                         occurrence of any one or more of the following events:
                         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%

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                         of the undiluted total voting power of the Company's
                         then-outstanding securities eligible to vote to elect
                         members of the Board ("COMPANY VOTING SECURITIES");
                         consummation 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 consummation, 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; or the
                         stockholders of the Company approve (i) a plan of
                         complete liquidation or dissolution of the Company or
                         (ii) 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
                         consummated.


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.


                    This Agreement shall automatically renew for an additional
                    two year period unless, no less than 90 days before the end
                    of the Term, either party to this Agreement notifies the
                    other party, in accordance with the Notices paragraph, of
                    its intention to not renew the contract upon expiration of
                    the Term.

                    If you remain employed at the end of the Term and your
                    employment then ends as a result of the Company's non-
                    renewal of this Agreement with substantially similar terms
                    to this Agreement, the Company will pay you severance equal
                    to your

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                    Salary, as then in effect, for 6 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.

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.


Governing Law       The laws of the State of Pennsylvania (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

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                    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, or fringe benefit agreements between
                    you and the Company, except with respect to:

                      a) your eligibility for generally applicable employee
                         benefit plans,
                      b) any guaranteed, unpaid incentive pay or signing bonus
                         accordance with your original offer latter dated May
                         24, 2000, and
                      c) other than with respect to any previously executed
                         option agreements between you and the Company.

                    This Agreement supersedes all prior or contemporaneous
                    negotiations, commitments, agreements, and writings with
                    respect to the subject matter of this Agreement, except as
                    noted in (a) through (c) above.  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.

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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.


                              ESPS, Inc.

                         By:  /s/ R. Richard Dool



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

/s/ Frances Moscoe

Dated: January 2, 2001

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                                   Exhibit A
                                   ---------

No Competition      You agree to the provisions of this Exhibit A in
                    consideration of your employment by the Company and salary
                    and benefits under this Agreement and the training you will
                    receive in connection with such employment, and you agree
                    that Exhibit A should be considered ancillary to the option
                    agreements by which you will receive options from the
                    Company.  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

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                       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 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    Competing Business means any service or product of any
          Business     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 creation
                       or sale of knowledge publishing software, and other
                       related services to assist clients in integrating and
                       maintaining their knowledge publishing solutions.

          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   For purposes of this Agreement, the Restricted Period
          Period       ends at the first anniversary of the date your employment
                       with the Company Group ends for any reason.

No Interference;       During the Restricted Period, you agree that you will
                       not, directly

                                                                   Page 15 of 24
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No Solicitation    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;

                         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    Your employment with the Company under and, if applicable,
     Company       before this Agreement (with a predecessor to a member of the
     Confidences   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

                                                                   Page 16 of 24
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                   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    You agree not to use in working for the Company Group and not
     Others'       to disclose to the Company Group any trade secrets or other
     Confidences   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 limitation,
     Information   information that the Company or the Company Group has not
                   previously disclosed to the public or to the trade with
                   respect to 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

                                                                   Page 17 of 24
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                    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
                    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.


                                                                   Page 18 of 24
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Copyrights,         You agree that all records, in whatever media (including
Discoveries,        written works), documents, papers, notebooks, drawings,
Inventions, and     designs, technical information, source code, object code,
Patents             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
                    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

                                                                   Page 19 of 24
<PAGE>

                    be filed or granted for 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

                                                                   Page 20 of 24
<PAGE>

                    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 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

                                                                   Page 21 of 24
<PAGE>

                    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.



                                   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        If the mediation reaches no solution or the parties agree to
Arbitration    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.

                                                                   Page 22 of 24
<PAGE>

Arbitration    All statutes of limitations and substantive laws applicable to a
Principles     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.

Discovery;     The parties have selected arbitration to expedite the resolution
Evidence;      of disputes and to reduce the costs and burdens associated with
Presumptions   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      The Arbitrator must render its award, to the extent feasible,
Award          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

                                                                   Page 23 of 24
<PAGE>

               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.

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.

                                                                   Page 24 of 24