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EXHIBIT 10.2
                                                                EXECUTION COPY

                                                         |__|   Employee's Copy
                                                         |__|   Company's Copy

                          CLARANT WORLDWIDE CORPORATION
                              EMPLOYMENT AGREEMENT

To CHRISTOPHER F. MESHGINPOOSH:

         This Agreement establishes the terms of your employment with Clarant
Worldwide Corporation, a Delaware corporation (the "COMPANY"). The Company has
been formed as a parent company to acquire companies engaged in the business
of providing internet professional services and to make an initial public
offering ("IPO") of the Company's common stock.

EMPLOYMENT AND DUTIES     You and the Company agree to your employment as Vice
                          President, Finance, Eastern Region on the terms
                          contained herein. You agree to perform whatever
                          duties the Company's Board of Directors (the "BOARD")
                          or person the Board or the Company's Chief Executive
                          Officer specifies as your direct report (the "DIRECT
                          REPORT") may assign you from time to time that are
                          reasonably consistent with your position as Vice
                          President, Finance, Eastern Region. 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. Central
                          Time on

                                           (i) December 31, 1999 (or such
                                           earlier date as of which the Board
                                           or the CEO notifies you the Company
                                           is abandoning its efforts for 1999
                                           to complete an IPO), if the Company
                                           has not completed its IPO by that
                                           date, or

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                                           (ii) the third anniversary of the
                                           Effective Date if the Company has
                                           completed its IPO on or before
                                           December 31, 1999.

                                   The period running from the Effective Date
                                   to the applicable 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.

COMPENSATION

         SALARY                    The Company will pay you an annual salary
                                   (the "SALARY") from the Effective Date at
                                   the rate of not less than $140,000 in
                                   accordance with its generally applicable
                                   payroll practices. The Board or your Direct
                                   Report will review your Salary annually and
                                   consider you for increases.

         BONUS                     The Board or its Compensation Committee, or
                                   if the Board directs, your Direct Report
                                   will establish annual bonus targets under
                                   which you will be eligible for an annual
                                   bonus equal to up to 100% of your Salary. It
                                   is the Company's good faith intention to
                                   establish bonus targets for the first year,
                                   in consultation with you, within 90 days
                                   following the Effective Date.

         OPTIONS                   The Company will grant options to you under
                                   the Company's 1999 Equity Incentive Plan,
                                   exercisable at the IPO price, to acquire
                                   80,000 shares of common stock. The options
                                   will consist of incentive stock options
                                   under Section 422 of the Internal Revenue
                                   Code to the extent the tax laws permit and
                                   of nonqualified stock options for the
                                   remainder. The options will become
                                   exercisable, so long as you remain employed,
                                   in sixths every six months after the closing
                                   date of the IPO and will remain exercisable
                                   for up to 10 years, subject to the option
                                   plan's rules on expiration on or after
                                   termination of employment.

         EMPLOYEE BENEFITS         While the Company employs you under this
                                   Agreement, the Company will provide you
                                   with the same benefits as it makes

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                                   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 35 miles of Horsham, Pennsylvania.
                                   You understand and agree that you must
                                   travel from time to time for business
                                   reasons; however, you will not be required
                                   to spend more than a cumulative maximum of
                                   12 days per month away on travel. (The
                                   monthly travel obligations may vary, so long
                                   as you are not required on a cumulative
                                   basis to have been away on travel more than
                                   12 days times the number of months of
                                   employment, and any days in excess of that
                                   amount will reduce the obligations for
                                   succeeding months.)

EXPENSES                           The Company will reimburse you for
                                   reasonable and necessary travel and other
                                   business-related expenses (including costs
                                   associated with maintaining your CPA
                                   license) 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. From the Effective Date through the
                                   IPO Closing Date, the Company will reimburse
                                   such expenses on a biweekly basis and will
                                   reimburse them after that date according to
                                   its normal schedule.

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


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                                   excludes any work performed at the Company's
                                   direction.) The Company acknowledges that,
                                   as of the Effective Date, you serve as a
                                   director or comparable position of ARC Group
                                   LLC and agrees that such positions do not
                                   violate the prohibition on other employment,
                                   so long as you do not violate the provisions
                                   of Exhibit A. 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
PAYMENTS                           any remuneration to or 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 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;


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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, to any misdemeanor
                                           (other than a traffic violation) 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.


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         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 35 miles from
                                   Horsham, Pennsylvania.

                                   You must give notice to the Company of your
                                   intention to resign for Good Reason within
                                   30 days after the occurrence of the event
                                   that you assert entitles you to resign for
                                   Good Reason. In that notice, you must state
                                   the condition that you consider provides you
                                   with Good Reason and, if such reason relates
                                   to clause (i) above, must give the Company
                                   an opportunity to cure the condition within
                                   30 days after your notice. Before or during
                                   the 30 day period, either party may request
                                   mediation under Exhibit B to resolve any
                                   such disputes, and, if so requested, the
                                   parties agree to cooperate to arrange a
                                   prompt mediation during no more than a 30
                                   day period. If the Company fails to cure the
                                   condition, your resignation will be
                                   effective on the 45th day after your notice
                                   (unless the Board has previously waived such
                                   notice period in writing or agreed to a
                                   shorter notice period or unless mediation is
                                   proceeding in good faith), in which case
                                   such resignation will become effective 15
                                   days after the end of such mediation, if not
                                   previously cured.


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                                   You will not be treated as resigning for
                                   GOOD REASON if the Company already had given
                                   notice of termination for CAUSE as of the
                                   date of your notice of resignation.

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

         PAYMENTS ON               If you resign or the Company terminates your
         TERMINATION               employment with or without Cause or because
                                   of disability or death or because the
                                   Company does not complete its IPO, 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 or because the IPO has been
                                   canceled), 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. If your employment is
                                   terminated because the Company does not
                                   complete its IPO in 1999, you acknowledge
                                   that you have no rights to the Severance set
                                   forth below or to any other payments under
                                   or with respect to this Agreement.

         SEVERANCE                 In addition to the foregoing payments, if
                                   after the completion of the IPO but before
                                   the end of the Term, 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 18 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

                                                    accelerate your options
                                                    such that any options that
                                                    would become exercisable
                                                    within the six months after
                                                    your date of termination or
                                                    resignation will become
                                                    exercisable as a result of
                                                    your termination or
                                                    resignation (and will
                                                    expire in accordance with
                                                    the option's terms within
                                                    90 days after such date).

                                           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.

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


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                                   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.

ASSIGNMENT                         The Company may assign or otherwise transfer
                                   this Agreement and any and all of its
                                   rights, duties, obligations, or interests
                                   under it to

                                           any of the affiliates or
                                           subsidiaries of the Company or
                                           to any business entity that at any
                                           time by merger, consolidation, or
                                           otherwise acquires all or
                                           substantially all of the Company's
                                           stock or assets or to which the
                                           Company transfers all or
                                           substantially all of its assets.
                                   Upon such assignment or transfer, any such
                                   business entity will be deemed to be
                                   substituted for the Company for all purposes
                                   (except that the Company will remain
                                   secondarily liable if it transfers this
                                   Agreement to a subsidiary). You agree that
                                   assignment or transfer does not entitle you
                                   to Severance. This Agreement binds and
                                   benefits the Company, its successors or
                                   assigns, and your heirs and the personal
                                   representatives of your estate. Without the
                                   Board's or your Direct Report's prior
                                   written consent, you may not assign or
                                   delegate this Agreement or any or all
                                   rights, duties, obligations, or interests
                                   under it.

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


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                                   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.

THIRD PARTY BENEFICIARY            You understand and agree that, until the IPO
                                   is completed, Commonwealth Principals II LLC
                                   is a third party beneficiary of this
                                   Agreement, which means that Commonwealth may
                                   enforce this Agreement even though not a
                                   party to it.

GOVERNING LAW                      The laws of the State of Texas (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.


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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, other than the agreement
                                   among the Company, ARC Group LLC and
                                   Commonwealth Principals II LLC dated as of
                                   March 8, 1999, under which ARC Group LLC
                                   will receive a $240,000 payment upon
                                   successful completion of the IPO. 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.



                                                  CLARANT WORLDWIDE CORPORATION

                                         By:      /S/ Guillermo G. Marmol
                                                  -----------------------
                                                        Guillermo G. Marmol
                                                        Chief Executive Officer

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


/S/ Christopher F. Meshginpoosh
-------------------------------
    Christopher F. Meshginpoosh

Dated: June 29, 1999












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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


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                                   good faith determination as to whether it
                                   would threaten the Company's legitimate
                                   competitive interests. If 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
                  BUSINESS         product of any 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
                                   formation or operation of internet
                                   professional services firms that provide
                                   strategic, interactive design and technical
                                   business services, information technology
                                   and interactive business consulting, and
                                   other related services to assist clients in
                                   integrating and maintaining their electronic
                                   commerce capabilities.

                  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.


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                  RESTRICTED       For purposes of this Agreement, the
                  PERIOD           RESTRICTED 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
NO SOLICITATION                    you will not, directly 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,
         COMPANY                   if applicable, before this Agreement (with a
         CONFIDENCES               predecessor to a member of the Company
                                   Group), has given and will give you access
                                   to Confidential Information (as defined
                                   below). You acknowledge and agree that
                                   using, disclosing, or publishing any
                                   Confidential


Employment Agreement with Christopher F. Meshginpoosh             Page 16 of 25
<PAGE>

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

         CONFIDENTIAL              "CONFIDENTIAL INFORMATION" includes, without
         INFORMATION               limitation, information that the Company or
                                   the Company Group has not previously
                                   disclosed to the public or to the trade with
                                   respect to the Company's or the Company
                                   Group's present or future business,
                                   including its operations, services,
                                   products, research, inventions, discoveries,
                                   drawings, designs, plans, processes, models,
                                   technical information, facilities, methods,
                                   trade secrets, copyrights, software, source
                                   code, systems, patents, procedures, manuals,
                                   specifications, any other intellectual
                                   property, confidential reports, price lists,
                                   pricing formulas, customer lists, financial
                                   information (including the revenues, costs,
                                   or profits


Employment Agreement with Christopher F. Meshginpoosh             Page 17 of 25
<PAGE>

                                   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, 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


Employment Agreement with Christopher F. Meshginpoosh             Page 18 of 25
<PAGE>

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


Employment Agreement with Christopher F. Meshginpoosh             Page 19 of 25

<PAGE>

                                   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 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.


Employment Agreement with Christopher F. Meshginpoosh             Page 20 of 25
<PAGE>

                                   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
                                   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


Employment Agreement with Christopher F. Meshginpoosh             Page 21 of 25
<PAGE>

                                           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 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


Employment Agreement with Christopher F. Meshginpoosh             Page 22 of 25
<PAGE>

                          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
ARBITRATION               agree to forego mediation, the parties will promptly
                          submit their disputes to binding arbitration before
                          one or more arbitrators (collectively or singly, the
                          "ARBITRATOR") the parties agree to select (or whom,
                          absent agreement, a court of competent jurisdiction
                          selects). The arbitration must follow applicable law
                          related to arbitration proceedings and, where
                          appropriate, the Commercial Arbitration Rules of the
                          American Arbitration Association.

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

DISCOVERY;                The parties have selected arbitration to expedite the
EVIDENCE;                 resolution of disputes and to reduce the costs and
PRESUMPTIONS              burdens 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


Employment Agreement with Christopher F. Meshginpoosh             Page 23 of 25
<PAGE>

                          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
                          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


Employment Agreement with Christopher F. Meshginpoosh             Page 24 of 25
<PAGE>

                          prevent the Company from immediately seeking in court
                          an injunction or other remedy with respect to Exhibit
                          A.






















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