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                                                                   Exhibit 10.21


                                  ESPS, Inc.
                             Employment Agreement

To George Pearcy:

     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, Human Assets & Facilities 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, Human Assets & Facilities. 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 $127,308 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 35% of your Salary. 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.

     Car Allowance         You will receive a car allowance equal to $500 per
                           month.

     Relocation Expenses   In the event the Company relocates your principal
                           place 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 five 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 Benefits     While the Company employs you under this Agreement,
                           the Company will provide you with the same benefits
                           as it makes generally available from time to time to
                           the Company's employees, as those benefits are
                           amended or terminated from time to time. Your
                           participation in the Company's benefit plans

                                                                    Page 2 of 24
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                           will be subject to the terms of the applicable plan
                           documents and the Company's generally applied
                           policies, and the Company in its sole discretion may
                           from time to time adopt, modify, interpret, or
                           discontinue such plans or 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.

                                                                    Page 3 of 24
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No Conflicts of Interest   You confirm that you have fully disclosed to the
                           Company, to the best of your knowledge, all
                           circumstances under which you, your spouse, and other
                           persons who reside in your household have or may have
                           a conflict of interest with the Company. You further
                           agree to fully disclose to the Company any such
                           circumstances that might arise during your employment
                           upon your becoming aware of such circumstances. You
                           agree to fully comply with the Company's policy and
                           practices relating to conflicts of interest.

No Improper                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

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                                 relating to trading with the enemy, export
                                 control, and boycotts of Israel or Israeli
                                 products (as is sought by certain Arab
                                 countries).

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

    For Cause     The Company may terminate your employment for "Cause" if you:

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

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

                                                                    Page 5 of 24
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                         material dishonest act or common law fraud or knowingly
                         violate any federal or state securities or tax laws.


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

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                       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:

                            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.

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                       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.

                       In addition, you will not be treated as resigning for
                       Good Reason if the Company changes your position as Vice
                       President, Human Assets & Facilities, 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
     Termination       with or without Cause or because of disability or death,
                       the Company will pay you any unpaid portion of your
                       Salary pro-rated through the date of actual termination
                       (and any annual bonuses already determined by such date
                       but not yet paid unless your employment is terminated
                       with Cause), reimburse any substantiated but unreimbursed
                       business expenses, pay any accrued and unused vacation
                       time (to the extent consistent with the Company's
                       policies), and provide such other benefits as applicable
                       laws or the terms of the benefits require. Except to the
                       extent the law requires otherwise or as provided in the
                       Severance paragraph 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;

                                                                    Page 8 of 24
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                             pay the after-tax premium cost for you to receive
                             any group health coverage the Company must offer
                             you under Section 4980B of the Internal Revenue
                             Code of 1986 ("COBRA Coverage") for the period of
                             such coverage (unless the coverage is then provided
                             under a self-insured plan);

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

                                                                    Page 9 of 24
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                           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.


     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.

                                                                   Page 10 of 24
<PAGE>

                         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 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.

                                                                   Page 11 of 24
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Notices                  Notices must be given in writing by personal delivery,
                         by certified mail, return receipt requested, by
                         telecopy, or by overnight delivery. You should send or
                         deliver your notices to the Company's corporate
                         headquarters. The Company will send or deliver any
                         notice given to you at your address as reflected on the
                         Company's personnel records. You and the Company may
                         change the address for notice by like notice to the
                         others. You and the Company agree that notice is
                         received on the date it is personally delivered, the
                         date it is received by certified mail, the date of
                         guaranteed delivery by the overnight service, or the
                         date the fax machine confirms effective transmission.

Superseding Effect       This Agreement supersedes any prior oral or written
                         employment, severance, or fringe benefit agreements
                         between you and the Company, other than with respect to
                         your eligibility for generally applicable employee
                         benefit plans, and other than any option agreements
                         entered into prior to the execution of this Agreement.
                         This Agreement supersedes all prior or contemporaneous
                         negotiations, commitments, agreements, and writings
                         with respect to the subject matter of this Agreement,
                         other than with respect to any previously executed
                         between you and the Company. 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.

                                                                   Page 12 of 24
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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/ George Pearcy

Dated: December 21, 2000

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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

                                                                   Page 14 of 24
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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
     Company             applicable, before this Agreement (with a predecessor
     Confidences         to a member of the Company Group), has given and will
                         give you access to Confidential Information (as defined
                         below). You acknowledge and agree that using,
                         disclosing, or publishing any Confidential Information
                         in an unauthorized or improper manner could cause the
                         Company or Company Group to incur substantial loss and
                         damages that could not be readily calculated and for
                         which no remedy at law would be adequate. Accordingly,
                         you agree with the Company that you will not at any
                         time, except in performing your employment duties to
                         the Company or the Company Group under this Agreement
                         (or with the Board's or your Direct

                                                                   Page 16 of 24
<PAGE>

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

     Confidential        "Confidential Information" includes, without
     Information         limitation, information that the Company or the Company
                         Group has not previously disclosed to the public or to
                         the trade with respect to 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
<PAGE>

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

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

Nature of Award  The Arbitrator must render its award, to the extent feasible,
                 within 30 days after the close of the hearing. The award must
                 set forth the material findings of fact and legal conclusions
                 supporting the award. The parties agree that it will be final,
                 binding, and enforceable by any court of competent
                 jurisdiction. Where necessary or appropriate to

                                                                   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