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                                                                   Exhibit 10.12

                                  ESPS, Inc.

                        Employment Agreement Amendment

To Rick Dool:

     In accordance with the terms of your employment agreement executed November
27, 2000, (the "Agreement"), ESPS, Inc. (the "Company") has determined its offer
with respect to acceleration of unvested option grants upon a Change of Control.
Following are the terms of the offer:

     In the event of a Change of Control, options will become vested as follows:

          1.   If the Change of Control occurs within your first twelve months
               of employment, 75% of options granted to you will immediately
               vest upon approval of the Change of Control in accordance with
               the Company's bylaws.

          2.   If the Change of Control occurs after your first twelve months of
               employment but before eighteen months from your hire date, 87.5%
               of options granted to you will immediately vest upon approval of
               the Change of Control in accordance with the Company's bylaws.

          3.   If the Change of Control occurs after eighteen months of
               employment, 100% of options granted to you will immediately vest
               upon approval of the Change of Control in accordance with the
               Company's bylaws.

     Approval of the Change of Control shall have been deemed to have occurred
upon the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) approve the Change of Control. In addition,
in the event your employment is terminated within 12 months of a Change of
Control, the Company has agreed to extend the severance period, as defined in
the "Severance" section of your Agreement, from six months to twelve months.
Please note that this modification does not in any way increase the amounts due
you from the Company as defined in your Agreement, in the event you are
terminated with Cause as defined in your Agreement.

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     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% 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.

If you accept the terms of this amendment, please sign in the space indicated
below. We encourage you to consult with any advisors you choose.

                              ESPS, Inc.

                         By:  /s/ Christopher Meshginpoosh


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

/s/ R. Richard Dool

Dated: February 8, 2001

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