Prepared by MerrillDirect





TERMINATION
OF EMPLOYMENT AGREEMENT


             Agreement
(the “Agreement”) made as of the 29th day of September 2000 by and
between EpicEdge, Inc., a Texas corporation (the “Company”) and Charles H.
Leaver, Jr. (the “Employee”).


Background of Agreement


             The
Company and the Employee are parties to an Employment Agreement dated December
31, 1998 between Employee and Design Automation Systems, Inc. (which has been
combined into the Company) which has been amended by an Addendum dated October
15, 1999, by an oral amendment in January, 2000 and by an Addendum dated
February 11, 2000 (the Employment Agreement as amended is herein referred to as
the “Employment Agreement”).  The
Employee has been an officer of the Company, and as of September 29, 2000
served as the Chief Executive Officer and Vice Chairman of the Board.  The parties desire that the Employment
Agreement shall be terminated, the Employee shall leave the employment of the
Company and the Employee shall be bound by the covenants contained herein.  The parties intend this Agreement to set
forth their entire understanding with respect to such matters.


             NOW
THEREFORE, the parties hereto, intending to be legally bound hereby and in
consideration of the mutual covenants herein contained, the receipt and
sufficiency of which is hereby acknowledged, agree as follows:





1.          Effective
Date And Termination Of Employment Agreement; Resignation.  This Agreement shall be effective on
September 29, 2000 (the “Effective Date”). 
As of the Effective Date, the Employment Agreement shall be null and
void and of no further force or effect, and the parties’ obligations, covenants
and liabilities set forth in this Agreement shall supersede their obligations,
covenants and respective liabilities set forth in the Employment Agreement.  The Employee hereby resigns from all
officers, directorships, and all other positions he may hold with the Company,
effective as of the Effective Date.  The
foregoing resignations shall include the Employee's position as trustee, agent,
advisor or committee member under any and all employee benefit plans and trusts
of the Company and his position as an authorized signatory on all bank accounts
of the Company.


2.          Compensation.  For all services rendered by the Employee
pursuant to the Employment Agreement prior to October 1, 2000, the Company will
pay the Employee all base salary accrued prior to October 1, 2000 as provided
in the Employment Agreement, and nothing more. 
As consideration for the Employees’ consent to the termination of the
Employment Agreement and the Employee’s agreements herein set forth, including
but not limited to the non-competition agreement set forth in Section 3 and the
release set forth in Section 8 of this Agreement, the Company shall make 6
monthly base salary continuation payments for the period of October 1, 2000
through March 29, 2001.  Continuation
payments in the amount of $25,000 will be made on the 20th of each
month.  The Employee recognizes that the
company will withhold from this pay federal and state taxes, FICA and other standard
payroll deductions.  The employee will
continue to be eligible for medical benefit coverage during the salary
continuation period. And will be eligible for continued group medical coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA)
thereafter.  As additional compensation
for the covenants of the Employee herein, including the non-competition
covenants, the employee is permitted to retain the laptop computer.  The Employee recognizes that the agreements
of the Company to provide the foregoing payments is contingent upon the
Employee's full compliance with the agreements made by the Employee herein, and
if the Employee breaches his agreements herein, such conduct will result in the
termination of the payments due the Employee hereunder.  Any such termination will not affect the
Employee's release and waiver contained herein or his other obligations
pursuant to this Agreement.





3.          Non-Competition
Agreement.


                           3.1.  The Employee will not from the Effective
Date until October 1, 2001, directly or indirectly, acting alone or in
conjunction with others, and whether as employee, agent, officer, director,
member, consultant, stockholder, co-partner or in any other individual or
representative capacity:


                                       
3.1.1.  Call upon any person who is, at that time,
an employee of Company in any capacity for the purpose or with the intent of
enticing such employee away from or out of the employ of the Company; or


                                       
3.1.2.  Call upon any person or entity which is at
that time, or which has been, within one (1) year prior to that time, a
customer of the Company for the purpose of soliciting or selling products or
services in direct competition with the principal business of the Company on
date of this Agreement.







                                       
3.1.3.  Own, operate, manage, control, engage in,
invest in or participate in any manner (whether as an employee, partner,
officer, director, shareholder, member, principal or otherwise), act as a
consultant or advisor to, render services for (alone or in association with any
person, firm, corporation or entity), or otherwise assist any person or entity
that engages in, owns, operates, manages or controls any venture or enterprise
that directly engages in a business commonly known as an “E-Services Business”
within the United States (the “Territory”).


             Provided,
however, that nothing contained in Sections 3.1.1, 3.1.2 or 3.1.3 shall be
construed to prevent the Employee from (i) investing in the stock of any
competing corporation listed on a national securities exchange or traded in the
over-the-counter market, but only if the Employee is not involved in the
business of said corporation and the Employee does not own more than an
aggregate of three (3%) percent of the stock of such corporation.  With respect to the Territory, Employee
specifically acknowledges that the Company has conducted the business
throughout those areas comprising the Territory.  The foregoing covenants shall not prohibit the Employee from any
business practice authorized by the Board of Directors of the Company.


                           3.2.  Because of the difficulty of measuring
economic losses to the Company as a result of a breach of the foregoing
covenant, and because of the immediate and irreparable damage that could be
caused to the Company from which it would have no other adequate remedy, the
Employee agrees that the foregoing covenants may be enforced by the Company in
the event of a breach by the Employee by injunctions and restraining orders
(without bond or other security being required).


                           3.3.  It is agreed by the parties that the
foregoing covenants in this section 3 impose a reasonable restraint on the
Employee in light of the activities and business of the Company on the date of
the execution of this Agreement. 
Accordingly, the parties intend that the covenants shall be construed
not to take into consideration changes in the activities, business or locations
of the Company during the term of this covenant.


                           3.4.  The covenants in this Section 3 are
severable and separate, and the unenforceability of any specific covenant shall
not affect the provisions of any other covenant.  Moreover, in the event any Court of competent jurisdiction shall
determine that the scope, time or territorial restrictions set forth are
unreasonable, then it is the intention of the parties that such restrictions be
enforced to the fullest extent which the Court deems reasonable, and the
Agreement shall thereby be reformed.


4.          Death.  The death of the Employee shall not relieve
the Company of its obligation to pay the balance of the payments which are payable
pursuant to Section 2 of this Agreement.


5.          Return
of the Company’s Property.     All
records, designs, patents, business plans, financial statements, manuals,
memoranda, lists and other property delivered to or compiled by the Employee or
on behalf of the Company shall be and remain the property of the Company and
shall be promptly delivered by the Employee to the Company.  Likewise, all correspondence, reports,
records, charts, advertising materials and other similar data pertaining to the
business, activities or future plans of the Company which have been collected
by the Employee shall be delivered promptly to the Company.





6.          Trade
Secrets.  The Employee agrees that
the Employee will not disclose the specific terms of the Company’s
relationships or agreements with significant vendors or customers or any other
significant and material trade secrets or proprietary information of the
Company, to any person, firm, partnership or business for any reason or purpose
whatsoever.


             If
the Employee is required (by interrogatories, requests for information or
documents, subpoena, civil investigative demand or similar process) to disclose
any such confidential or proprietary information of the Company, the Employee
agrees to provide the Company with prompt notice of such request so that the
Company may seek an appropriate protective order.  If in the absence of a protective order the Employee is
nonetheless compelled to disclose such information, the Employee may disclose
without liability hereunder only that portion that the Employee's legal counsel
concludes in writing is legally required to be disclosed.   In addition, this Section 6 shall not apply
to any information which (i) is or becomes generally available to the public
other than as a result of disclosure by the Employee or his representative,
(ii) was available on a non-confidential basis prior to its disclosure to the
Employee or (iii) becomes available to the Employee on a non-confidential basis
from a source other than the Company or its representatives.


7.          Non-disparagement.  In consideration of the promises of the
Company herein contained, the Employee hereby agrees that he will not directly
or indirectly do, assert any legal action or any cause of action, say, write,
authorize, or otherwise create or publish anything that will in any way
disparage the Company or any present employee, agent, officer or director of
the Company.





8.          Release.  In consideration of the Company’s execution
of this Agreement and the performance of its obligations set forth herein, the
Employee does hereby remise, release and forever discharge the Company and its
officers, directors and principal stockholders holding 5% or more of the
Company's common stock and their respective heirs and personal representatives
(collectively referred to herein as the “Company Releasees”) of and from all
debts, dues, contracts, judgments, damages, claims and demands and all matter
of actions, causes of action, suits, and proceedings whatsoever, in law of and
equity, which against the Company Releasees, the Employee ever had, now has or
shall or may have on or by reason of any matter, cause or thing whatsoever from
the beginning of the world to the date of these presents, including by way of
illustration and not by way of limitation, any and all claims and demands
arising by reason of the fact that the Employee had been an employee, director,
officer or shareholder of the Company, any contractual claims of employment or
claim of discrimination in employment including, without limitation, any which
may arise under any federal or state law or regulation, including age and
discrimination laws (including under the Age Discrimination in Employment
Act).  However, this release is not
intended to and shall not release from Company from any claims arising under
this Agreement.   The Employee further
covenants and agrees not to directly or indirectly aid, abet, assist,
participate in or render assistance in any form to any person or entity
pursuing any claim or cause of action against the Company Releases or any of
them.


9.          Indemnification.  The Employee shall be entitled to
indemnification by the Company for third party claims if and to the extent
provided in the Company's Certificate of Incorporation and Bylaws as they exist
as of the date hereof as may be permitted under the Texas Business Corporation
Act.


10.        Assignment.  Neither party to this Agreement may assign
or delegate any of its rights or obligations hereunder without first obtaining
the written consent of the other party. 
However, this Agreement shall be binding upon and inure to the benefit
of any successor of the Company and any such successor shall be deemed
substituted for the Company under the terms of this Agreement.  As used in this Agreement, the term “successor”
shall include any person, persons, firm, partnership, corporation or company
which at any time, whether by merger, purchase, share exchange or otherwise
acquires all or a substantial portion of the assets or business of the
Company.  Subject to the foregoing, this
Agreement shall be binding upon, and inure to benefit of and be enforceable by
the parties hereto and their respective heirs, legal representatives,
successors and assigns. The Company shall require any successor expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent the Company would have been required to perform it had no such
assignment had taken place.


11.        Complete
Agreement.  This Agreement
constitutes the final, complete and exclusive statement and expression of the
Agreement between the Company and the Employee with respect to the subject
matter hereof and contains all of the terms and provisions.  It cannot be varied, contradicted,
supplemented by evidence of any prior or contemporaneous, oral or written
agreement.  This Agreement supercedes
all prior negotiations, representations, understandings and agreements, oral or
written, with respect to the subject matter hereof, including, without
limitation, the Employment Agreement, which is hereby terminated and is null
and void.  Neither this Agreement nor
any provisions hereof may be modified, amended, waived, discharged or
terminated in whole or in part, except by a writing signed by the party to be
charged.  Any party hereto may at any
time extend the time for or waive performance by the other party but only in
writing.  No waiver of any such
provision or any breach or default under this Agreement shall be deemed or
shall constitute a waiver of any other provision, breach or default, nor shall
any such waiver constitute a continuing waiver.





12.        Notices.  Any and all notices or other communications
required or permitted to be delivered hereunder shall be deemed properly
delivered when (i) delivered personally, (ii) mailed by first class, registered
or certified mail, return receipt requested, postage pre-paid, (iii) sent by
next day or overnight mail, (iv) sent by telecopy, facsimile or telex, or (v)
delivered to a reputable, recognized delivery service which guarantees next day
delivery, addressed as follows:


	To
  the Company:	EpicEdge,
  Inc.
	 	3200
  Wilcrest, Suite 370
	 	Houston,
  TX  77042
	 	Attention:  Chairman
	 	Fax
  Number:  713-784-2486
	 	 
	With
  a copy to:	L.
  Steven Leshin, Esquire
	 	Jenkens
  & Gilchrist
	 	1445
  Ross Avenue, Suite 3200
	 	Dallas,
  TX  75202
	 	Fax
  Number:  214-855-4300




 


	If
  to the Employee:	Charles
  H. Leaver, Jr.
	 	1815
  Milford
	 	Houston,
  TX  77098
	 	Fax
  Number:  713-520-8862
	 	 
	With
  a copy to:	Philip
  M. Shiekman, Esquire
	 	Fox,
  Rothschild, O’Brien & Frankel, LLP
	 	2000
  Market Street, Tenth Floor
	 	Philadelphia,
  PA 19103-3291
	 	Fax
  Number:  215-299-2150




             Either
party or counsel may change the address for notice by notifying the other
parties of such change in accordance with this Section 10.  Such change in address shall be effective
five (5) business days after such notice is given.


13.        Severability,
Headings.  Should any particular
provision of this Agreement be adjudicated to be invalid or unenforceable, such
provision shall be deemed deleted and the remainder of the Agreement,
nevertheless, shall remain unaffected and fully enforceable; further, to the
extent any provision is deemed unenforceable by virtue of its scope but may be
made enforceable by limitation thereof, the parties hereto agree the same
shall, nevertheless, be enforceable to the fullest extent permissible under the
laws and public policies applied in the jurisdiction in which enforcement or
interpretation is sought.  The section
headings herein are reference purposes only and are not intended in anyway to
describe, interpret, define or limit the extent or intent of the Agreement or
any part hereof.


14.        Arbitration.  The parties hereto will endeavor to resolve
in good faith any dispute or controversy arising between them whether as to the
interpretation of performance or operation of this Agreement or any rights or
obligations hereunder.  Any unresolved
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively first by mediation and then, if necessary, by
arbitration, conducted before a panel of three (3) arbitrators in Austin,
Texas, in accordance with the rules of the American Arbitration Association
then in effect.  The arbitrators shall
not have the authority to add to, detract from, or modify any provision hereof
nor to award punitive damages to any injured party.  The arbitrators shall have the authority to order reimbursement
of costs, including those incurred to enforce this Agreement, and interest
thereon in the event the arbitrators determine that the Company has materially
breached this Agreement.  A decision by
a majority of the arbitration panel shall be final and binding.  Judgment may be entered on the arbitrators’
award in any court having jurisdiction. 
The direct expenses of any arbitration proceeding, including the fees
and out-of-pocket expenses of each arbitrator, shall be borne by the Company.





15.        Governing
Law.  This Agreement shall in all
respects be construed according to the laws of the State of Texas, giving
effect to the Texas conflicts of laws provisions.


16.        Miscellaneous.


             [16.1.  The Employee agrees to stock redemption in
the amount of Four Hundred  Thousand
(400,000) shares of stock of the Company held by the Employee.


             16.3.  Notwithstanding any policy or restriction of
the Company to the contrary the Employee shall be free to sell up to One
Hundred Thousand (100,000) shares of the Company’s stock owned by him as long
as such shares are sold in conformity with the applicable Federal and State
securities laws.


17.        Counterparts.  This Agreement may be executed in several
counterparts, including by means of separate signature pages, (which may be
attached hereto) by either of the parties, each of which shall be deemed an
original, and all of said counterparts (and signature pages) shall be deemed to
constitute or part of one or the same instrument.  One or more counterparts of this Agreement may be delivered by
facsimile, with the intention that delivery by such means shall have the same
affect as delivery of an original counterpart thereof.


18.        Representation.  The Employee hereby further represents and
warrants that he has read the above provisions and that he has had a sufficient
opportunity to discuss thoroughly this Agreement with anyone he might desire
prior to signing below.  Further, in
signing this Agreement, the Employee has not relied on or been induced to
execute this Agreement by any statements, representations, agreements or
promises, oral or written, made by the Company, its agents, employees, servants
or attorneys other than those expressly written above in this Agreement.


             IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.





NOTICE
TO EMPLOYEE


             The
law requires that you be advised and you are hereby advised to consult with an
attorney prior to executing this Release. If you accept the terms of this
Release, it must be signed by you and returned to (Jeff Sexton, President) on
or before ___ p.m., November ___, 2000. 
After the execution of this Release, you have a period of seven days in
which you may revoke this Release. 
Notification of revocation should be in writing and returned to Jeff
Sexton, President.  The effective date
of this Release is eight days after you execute this Release.


 


	I have read and
  understood the forgoing General Release, have been advised to and have had
  the opportunity to discuss it with anyone I desire, including an attorney of
  my own choice, agree to its terms acknowledge receipt of a copy of same and
  the sufficiency of the payments recited therein, and sign this General
  Release voluntarily.	 	EMPLOYER:



  EPICEDGE, INC. 
	 	 	By:


	 	 	         Jeff Sexton, President
	 	 	 
	

	 	Dated:


	Charles H. Leaver, Jr.	 	 
	 	 	 
	 	 	 
	

	 	 
	[Spouse]	 	 
	 	 	 
	Dated: