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                                                                   Exhibit 10.24

                                   ESPS, Inc.
                              Employment Agreement

To Jeff Sager:

     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, New Initiatives & Business
                              Development 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, New Initiatives & Business Development.
                              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 $170,000 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 $60,000. 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.

     Sales Commissions        You will be eligible for sales commissions based
                              on sales volume in your business unit. This
                              commission will be calculated according to
                              mutually agreeable formulas to be developed
                              annually.

     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 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.

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     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 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

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                              agreement or commitment or agree to any policy
                              that would prevent or hinder your performance of
                              duties and obligations under this Agreement,
                              including Exhibit A.

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

No Improper                   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

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                                   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).

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

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                                        (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.


                              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

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                                      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:

                                   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

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                              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.

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

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                                   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 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

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                              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% 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

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                         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 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.

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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 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 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 with respect to any previously
                         executed option agreements 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.

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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/ Jeffrey Sager

Dated: December 28, 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 25
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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      The Market Area consists of the United States and Canada.
          Area        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 ends
          Period      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 25
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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
     Confidences      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 25
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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
     Others'          not to disclose to the Company Group any trade secrets or
     Confidences      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 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 25
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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 25
<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 25
<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 25
<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 25
<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 25
<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
               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      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 25
<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 25