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                                                                   Exhibit 10.26


                                  ESPS, Inc.
                             Employment Agreement

To Bob Schatz:

     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, Research & 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, Research & 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 $140,000 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.

     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.

     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

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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.

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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

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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, 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

                                                     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;

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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

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                                    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.

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                                    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.

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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
                              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/ Robert Schatz

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

Nature of 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