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                                                                   Exhibit 10.13

                                  ESPS, Inc.
                             Employment Agreement

To Norm Corn:

     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
                        Executive Vice President, and General Manager of Life
                        Sciences 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
                        Executive Vice President, and General Manager of Life
                        Sciences. 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 $200,000 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 $100,000. 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.

     Housing              In lieu of relocation and associated expenses, during
                          the Term, the Company will lease a corporate apartment
                          for use by you and other Company employees as needed.

     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 Executive
                    Vice President and General Manager of Life Sciences, to
                    another Executive Vice President position suitable for your
                    skills, provided that the terms of such position do not
                    violate any other provisions of this Agreement.

Death               If you die during the Term, the Term will end as of the date
                    of your death.

Payments on         If you resign or the Company terminates your employment with
Termination         or without Cause or because of disability or death, the
                    Company will pay you any unpaid portion of your Salary pro-
                    rated through the date of actual termination (and any annual
                    bonuses already determined by such date but not yet paid
                    unless your employment is terminated with Cause), reimburse
                    any substantiated but unreimbursed business expenses, pay
                    any accrued and unused vacation time (to the extent
                    consistent with the Company's policies), and provide such
                    other benefits as applicable laws or the terms of the
                    benefits require. Except to the extent the law requires
                    otherwise or as provided in the Severance paragraph or in
                    your option agreements, neither you nor your beneficiary or
                    estate will have any rights or claims under this Agreement
                    or otherwise to receive severance or any other compensation,
                    or to participate in any other plan, arrangement, or
                    benefit, after such termination or resignation.

Severance           In addition to the foregoing payments, if the Company
                    terminates your employment without Cause or you resign for
                    Good Reason, the Company will

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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, except with respect to:

                           a)   your eligibility for generally applicable
                                employee benefit plans, and
                           b)   the remaining balance of any unpaid signing
                                bonus or guaranteed incentive pay under the
                                terms of your signed offer letter dated May 10,
                                2000
                           c)   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 items (a) through (c) above. All such
                      other negotiations, commitments, agreements, and writings
                      will have no further force or effect; and the parties to
                      any such other negotiation, commitment, agreement, or
                      writing will have no further rights or obligations
                      thereunder.

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


                                  ESPS, Inc.

                            By:   R. Richard Dool



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

/s/ Norman E. Corn

Dated: December 20, 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 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 24
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                      Report's prior written consent), directly or indirectly,
                      use, disclose, or publish, or permit others not so
                      authorized to use, disclose, or publish any Confidential
                      Information that you may learn or become aware of, or may
                      have learned or become aware of, because of your prior or
                      continuing employment, ownership, or association with the
                      Company or the Company Group or any of their predecessors,
                      or use any such information in a manner detrimental to the
                      interests of the Company or the Company Group.

     Preserving       You agree not to use in working for the Company Group and
     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

                                                                   Page 17 of 24
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                      Company or the Company Group but, notwithstanding anything
                      to the contrary, excludes any information already properly
                      in the public domain. "Confidential Information" also
                      includes confidential and proprietary information and
                      trade secrets that third parties entrust to the Company or
                      the Company Group in confidence.

                      You understand and agree that the rights and obligations
                      set forth in this Secrecy Section will continue
                      indefinitely and will survive termination of this
                      Agreement and your employment with the Company or the
                      Company Group.

Exclusive Property    You confirm that all Confidential Information is and must
                      remain the exclusive property of the Company or the
                      relevant member of the Company Group. Any office equipment
                      (including computers) you receive from the Company Group
                      in the course of your employment and all business records,
                      business papers, and business documents you keep or make,
                      whether on digital media or otherwise, in the course of
                      your employment by the Company relating to the Company or
                      any member of the Company Group must be and remain the
                      property of the Company or the relevant member of the
                      Company Group. Upon the termination of this Agreement with
                      the Company or upon the Company's request at any time, you
                      must promptly deliver to the Company or to the relevant
                      member of the Company Group any such office equipment
                      (including computers) and any Confidential Information or
                      other materials (written or otherwise) not available to
                      the public or made available to the public in a manner you
                      know or reasonably should recognize the Company did not
                      authorize, and any copies, excerpts, summaries,
                      compilations, records, or documents you made or that came
                      into your possession during your employment. You agree
                      that you will not, without the Company's consent, retain
                      copies, excerpts, summaries, or compilations of the
                      foregoing information and materials. You understand and
                      agree that the rights and obligations set forth in this
                      Exclusive Property Section will continue indefinitely and
                      will survive termination of this Agreement and your
                      employment with the Company Group.

                                                                   Page 18 of 24
<PAGE>

Copyrights,           You agree that all records, in whatever media (including
Discoveries,          written works), documents, papers, notebooks, drawings,
Inventions, and       designs, technical information, source code, object code,
Patents               processes, methods or other copyrightable or otherwise
                      protected works you conceive, create, make, invent, or
                      discover that relate to or result from any work you
                      perform or performed for the Company or the Company Group
                      or that arise from the use or assistance of the Company
                      Group's facilities, materials, personnel, or Confidential
                      Information in the course of your employment (whether or
                      not during usual working hours), whether conceived,
                      created, discovered, made, or invented individually or
                      jointly with others, will be and remain the absolute
                      property of the Company (or another appropriate member of
                      the Company Group, as specified by the Company), as will
                      all the worldwide patent, copyright, trade secret, or
                      other intellectual property rights in all such works. (All
                      references in this section to the Company include the
                      members of the Company Group, unless the Company
                      determines otherwise.) You irrevocably and unconditionally
                      waive all rights, wherever in the world enforceable, that
                      vest in you (whether before, on, or after the date of this
                      Agreement) in connection with your authorship of any such
                      copyrightable works in the course of your employment with
                      the Company Group or any predecessor. Without limitation,
                      you waive the right to be identified as the author of any
                      such works and the right not to have any such works
                      subjected to derogatory treatment. You recognize any such
                      works are "works for hire" of which the Company is the
                      author.

                      You will promptly disclose, grant, and assign ownership to
                      the Company for its sole use and benefit any and all
                      processes, inventions, discoveries, improvements,
                      technical information, and copyrightable works (whether
                      patentable or not) that you develop, acquire, conceive or
                      reduce to practice (whether or not during usual working
                      hours) while the Company or the Company Group employs you.
                      You will promptly disclose and hereby grant and assign
                      ownership to the Company of all patent applications,
                      letters patent, utility and design patents, copyrights,
                      and reissues thereof or any foreign equivalents thereof,
                      that may at any time

                                                                   Page 19 of 24
<PAGE>

                      be filed or granted for or upon any such invention,
                      improvement, or information. In connection therewith:

                           You will, without charge but at the Company's
                           expense, promptly execute and deliver such
                           applications, assignments, descriptions, and other
                           instruments as the Company may consider reasonably
                           necessary or proper to vest title to any such
                           inventions, discoveries, improvements, technical
                           information, patent applications, patents,
                           copyrightable works, or reissues thereof in the
                           Company and to enable it to obtain and maintain the
                           entire worldwide right and title thereto; and

                           You will provide to the Company at its expense all
                           such assistance as the Company may reasonably require
                           in the prosecution of applications for such patents,
                           copyrights, or reissues thereof, in the prosecution
                           or defense of interferences that may be declared
                           involving any such applications, patents, or
                           copyrights and in any litigation in which the Company
                           may be involved relating to any such patents,
                           inventions, discoveries, improvements, technical
                           information, or copyrightable works or reissues
                           thereof. The Company will reimburse you for
                           reasonable out-of-pocket expenses you incur and pay
                           you reasonable compensation for your time if the
                           Company Group no longer employs you.

                      To the extent, if any, that you own rights to works,
                      inventions, discoveries, proprietary information, and
                      copyrighted or copyrightable works, or other forms of
                      intellectual property that are incorporated in the work
                      product you create for the Company Group, you agree that
                      the Company will have an unrestricted, non-exclusive,
                      royalty-free, perpetual, transferable license to make,
                      use, sell, offer for sale, and sublicense such works and
                      property in whatever form, and you hereby grant such
                      license to the Company (and the Company Group).

                      This Copyrights, Discoveries, Inventions and Patents
                      section does not apply to an invention or discovery for
                      which no

                                                                   Page 20 of 24
<PAGE>

                      equipment, supplies, facility or trade secret information
                      of the Company Group (including its predecessors) was used
                      and that was developed entirely on your own time, unless
                      (a) the invention relates (i) directly to the business of
                      the Company Group, or (ii) the Company Group's actual or
                      then reasonably anticipated research or development, or
                      (b) the invention results from any work you performed for
                      the Company Group or any predecessor.

Maximum Limits        If any of the provisions of Exhibit A are ever deemed to
                      exceed the time, geographic area, or activity limitations
                      the law permits, you and the Company agree to reduce the
                      limitations to the maximum permissible limitation, and you
                      and the Company authorize a court or arbitrator having
                      jurisdiction to reform the provisions to the maximum time,
                      geographic area, and activity limitations the law permits;
                      provided, however, that such reductions apply only with
                      respect to the operation of such provision in the
                      particular jurisdiction with respect to which such
                      adjudication is made.

Injunctive Relief     Without limiting the remedies available to the Company,
                      you acknowledge

                           that a breach of any of the covenants in this Exhibit
                           A may result in material irreparable injury to the
                           Company and Company Group for which there is no
                           adequate remedy at law, and

                           that it will not be possible to measure damages for
                           such injuries precisely.

                      You agree that, if there is a breach or threatened breach,
                      the Company or any member of the Company Group may be
                      entitled to obtain a temporary restraining order and/or a
                      preliminary or permanent injunction restraining you from
                      engaging in activities prohibited by any provisions of
                      this Exhibit A or such other relief as may be required to
                      specifically enforce any of the covenants in this Exhibit
                      A. The Company or any member of the Company Group will, in
                      addition to the remedies provided in this

                                                                   Page 21 of 24
<PAGE>

                      Agreement, be entitled to avail itself of all such other
                      remedies as may now or hereafter exist at law or in equity
                      for compensation and for the specific enforcement of the
                      covenants contained in this Agreement. Resort to any
                      remedy provided for in this Section or provided for by law
                      will not prevent the concurrent or subsequent employment
                      of any other appropriate remedy or remedies, or preclude
                      the Company's or the Company Group's recovery of monetary
                      damages and compensation. You also agree that the
                      Restricted Period or such longer period during which the
                      covenants hereunder by their terms survive will extend for
                      any and all periods for which a court with personal
                      jurisdiction over you finds that you violated the
                      covenants contained in this Exhibit A.


                                   Exhibit B
                                   ---------
                              Dispute Resolution

Mediation        If either party has a dispute or claim relating to this
                 Agreement or their relationship and except as set forth in
                 Alternatives, the parties must first seek to mediate the same
                 before an impartial mediator the parties mutually designate,
                 and the parties must equally share the expenses of such
                 proceeding (other than their respective attorneys' fees).
                 Subject to the mediator's schedule, the mediation must occur
                 within 45 days of either party's written demand. However, in an
                 appropriate circumstance, a party may seek emergency equitable
                 relief from a court of competent jurisdiction notwithstanding
                 this obligation to mediate.

Binding          If the mediation reaches no solution or the parties agree to
Arbitration      forego mediation, the parties will promptly submit their
                 disputes to binding arbitration before one or more arbitrators
                 (collectively or singly, the "Arbitrator") the parties agree to
                 select (or whom, absent agreement, a court of competent
                 jurisdiction selects). The arbitration must follow applicable
                 law related to arbitration proceedings and, where appropriate,
                 the Commercial Arbitration Rules of the American Arbitration
                 Association.

                                                                   Page 22 of 24
<PAGE>

Arbitration      All statutes of limitations and substantive laws applicable to
Principle        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