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                                                                   Exhibit 10.11

                                  ESPS, Inc.
                             Employment Agreement

To Rick Dool:

     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
                         President and Chief Executive Officer on the terms
                         contained herein. You agree to perform whatever duties
                         the Company's Board of Directors (the "Board") may
                         assign you from time to time that are reasonably
                         consistent with your position as President and Chief
                         Executive Officer. 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 under the Payments on Termination and
                         Severance provisions as specified below.

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Compensation

     Salary              The Company will pay you an annual salary (the
                         "Salary") from the Effective Date at the rate of not
                         less than $225,000 in accordance with its generally
                         applicable payroll practices. The Board 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. This bonus will be calculated according to
                         annual incentive plan formulas. The formulas for the 12
                         months ended March 31, 2001 are contained in Exhibit C.
                         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 $600 per
                         month.

     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.

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.

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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.

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

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                              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 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 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;

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

                              (iii)  fail or refuse to perform any duties
                              delegated to you that are 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 material dishonest act
                              or common law fraud or knowingly violate any
                              federal or state securities or tax laws.

                    In any event, termination of your employment for any reason
                    within 12 months after a change of control will be deemed
                    termination without Cause and accordingly, you will be
                    entitled to the severance benefits outlined in the Severance
                    section below.

                    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 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 will have the
                    discretion to determine in good faith whether your
                    correction is sufficient, provided that this decision does
                    not

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                    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 for more than 90
                    consecutive days because of physical or mental disability,
                    incapacity, or illness.  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).

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.

     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

                              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

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                              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 description 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.

                         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 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,

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                         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.  If you remain employed at the end of the Term
                    and your employment then ends as a result of expiration of
                    the Agreement, the Company will pay you severance equal to
                    your Salary, as then in effect, for 12 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.

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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.

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, option, or fringe benefit agreements
                    between you and the Company, other than with respect to your
                    eligibility for generally applicable employee benefit plans.
                    This Agreement supersedes all prior or contemporaneous
                    negotiations, commitments, agreements, and writings with
                    respect to the subject matter of this Agreement.  All such
                    other negotiations, commitments, agreements, and writings
                    will have no further force or effect; and the parties to any
                    such other negotiation,

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                    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/ Charles Heller



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

/s/ R. Richard Dool

Dated: November 27, 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 the
                    Chairman of the Board 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

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                    the Company 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 ends
       Period       at the first anniversary of the date your employment with
                    the Company Group ends for any reason.

No Interference;    During the Restricted Period, you agree that you will not,
                    directly

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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 the
     Confidences    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 prior written consent),

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

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

     Confidential   "Confidential Information" includes, without limitation,
     Information    information that the Company or the Company Group has not
                    previously disclosed to the public or to the trade with
                    respect to the Company's or the Company Group's present or
                    future business, including its operations, services,
                    products, research, inventions, discoveries, drawings,
                    designs, plans, processes, models, technical information,
                    facilities, methods, trade secrets, copyrights, software,
                    source code, systems, patents, procedures, manuals,
                    specifications, any other intellectual property,
                    confidential reports, price lists, pricing formulas,
                    customer lists, financial information (including the
                    revenues, costs, or profits associated with any of the
                    Company's or the Company Group's products or services),
                    business plans, lease structure, projections, prospects,
                    opportunities or strategies, acquisitions or mergers,
                    advertising or promotions, personnel matters, legal matters,
                    any other confidential and proprietary information, and any
                    other information not generally known outside the Company or
                    the Company Group that may be of value to the Company or the
                    Company Group but, notwithstanding anything to the contrary,


                                                                   Page 16 of 22
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                    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.

Copyrights,         You agree that all records, in whatever media (including
                    written


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Discoveries,        works), documents, papers, notebooks, drawings, designs,
Inventions,         and 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 ideas,
                    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 18 of 22
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                    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 19 of 22
<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 20 of 22
<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 21 of 22
<PAGE>

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

Discovery;      The parties have selected arbitration to expedite the resolution
Evidence;       of disputes 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 22 of 22
<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 23 of 22