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                                                                    EXHIBIT 10.6

                                                                  EXECUTION COPY

                                                    /X/   Employees Copy
                                                    / /   Company's Copy

                                   ESPS, INC.

                              EMPLOYMENT AGREEMENT

To RICK DOOL:

          This Agreement establishes the terms of your employment with ESPS,
Inc., a Delaware corporation (the "Company").

EMPLOYMENT AND DUTIES     You and the Company agree to your employment as
                          President and Chief Executive Officer on the terms
                          contained herein. You agree to perform whatever duties
                          the Company's Board of Directors (the "BOARD") may
                          assign you from time to time that are reasonably
                          consistent with your position as President and Chief
                          Executive Officer. During your employment, you agree
                          to devote your full business time, attention, and
                          energies to performing those duties (except as your
                          Direct Report otherwise agrees from time to time). You
                          agree to comply with the noncompetition, secrecy, and
                          other provisions of Exhibit A to this Agreement.

TERM OF EMPLOYMENT        Your employment under this Agreement begins as of your
                          execution of this Agreement (the "Effective Date").
                          Unless sooner terminated under this Agreement, your
                          employment ends at 6:00 p.m. Eastern Time on the
                          second anniversary of the Effective Date.

                          The period running from the Effective Date to the
                          second anniversary of the Effective Date in the
                          preceding sentence is the "Term."

                          Termination or expiration of this Agreement ends your
                          employment but does not end your obligation to comply
                          with, Exhibit A or the Company's obligation, if any,
                          to make payments under the Payments on Termination and
                          Severance provisions as specified below.

COMPENSATION

     SALARY               The Company will pay you an annual salary (the
                          "Salary") from the Effective Date at the rate of not
                          less than $225,000 in accordance with its generally
                          applicable payroll practices. The Board will review
                          your Salary annually and consider you for

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                          increases.

     BONUS                YOU will be eligible for an annual bonus equal to up
                          to $100,000. This bonus will be calculated according
                          to annual incentive plan formulas. The formulas for
                          the 12 months ended March 31, 2001 are contained in
                          Exhibit C. It is the Company's good faith intention to
                          provide formulas for future fiscal years within 90
                          days of the commencement of such fiscal year.

     CAR ALLOWANCE        You will receive a car allowance equal to $600 per
                          month.

     EMPLOYEE BENEFITS    While the Company employs you under this Agreement,
                          the Company will provide you with the same benefits as
                          it makes generally available from time to time to the
                          Company's employees, as those benefits are amended or
                          terminated from time to time. Your participation in
                          the Company's benefit plans will be subject to the
                          terms of the applicable plan documents and the
                          Company's generally applied policies, and the Company
                          in its sole discretion may from time to time adopt,
                          modify, interpret, or discontinue such plans or
                          policies.

PLACE OF EMPLOYMENT       Your principal place of employment will be within 50
                          miles of Fort Washington, Pennsylvania.

EXPENSES                  The Company will reimburse you for reasonable
                          and necessary travel and other business-related
                          expenses you incur for the Company in performing your
                          duties under this Agreement. You must itemize and
                          substantiate all requests for reimbursements. You must
                          submit requests for reimbursement in accordance with
                          the policies and practices of the Company.

NO OTHER EMPLOYMENT       While the Company employs you, you agree that you will
                          not, directly or indirectly, provide services to any
                          person or organization for which you receive
                          compensation or otherwise engage in activities that
                          would conflict or interfere significantly with your
                          faithful performance of your duties as an employee
                          without the Board's prior written consent. (This
                          prohibition excludes any work performed at the
                          Company's direction.) You may manage your personal
                          investments, as long as the management takes only
                          minimal amounts of time and is consistent with the
                          provisions of the NO CONFLICTS OF INTEREST Section and
                          the NO COMPETITION Section in Exhibit A.

                          You represent to the Company that you are not subject
                          to any agreement, commitment, or policy of any third
                          party that would prevent you from entering into or
                          performing your duties under this Agreement, and you
                          agree that you will not enter into any

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                          agreement or commitment or agree to any policy that
                          would prevent or hinder your performance of duties and
                          obligations under this Agreement, including Exhibit A.

NO CONFLICTS OF INTEREST  You confirm that you have fully disclosed to the
                          Company, to the best of your knowledge, all
                          circumstances under which you, your spouse, and
                          other persons who reside in your household have or
                          may have a conflict of interest with the Company.
                          You further agree to fully disclose to the Company
                          any such circumstances that might arise during your
                          employment upon your becoming aware of such
                          circumstances. You agree to fully comply with the
                          Company's policy and practices relating to
                          conflicts of interest.

NO IMPROPER PAYMENTS      You will neither pay nor permit payment of 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 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

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                          Company with 90 days' prior written notice (unless the
                          Board has previously waived such notice in writing or
                          authorized a shorter notice period).

     FOR CAUSE            The Company may terminate your employment for "Cause"
                          if you:

                               (i) commit a material breach of your obligations
                               or agreements under this Agreement, including
                               Exhibit A;

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

                               (iii) fail or refuse to perform any duties
                               delegated to you that are consistent with the
                               duties of similarly-situated senior executives or
                               are otherwise required under this Agreement,
                               provided that these duties do not conflict with
                               any other provision of this Agreement;

                               (iv) seize a corporate opportunity for yourself
                               instead of offering such opportunity to the
                               Company if within the scope of the Company's or
                               its subsidiaries' business; or

                               (v) are convicted of or plead guilty or no
                               contest to a felony (or to a felony charge
                               reduced to misdemeanor), or, with respect to your
                               employment, commit either a material dishonest
                               act or common law fraud or knowingly violate any
                               federal or state securities or tax laws.

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

                          Your termination for Cause will be effective
                          immediately upon the Company's mailing or written
                          transmission of notice of such termination. Before
                          terminating your employment for Cause under clauses
                          (i) - (iv) above, the Company will specify in writing
                          to you the nature of the act, omission, refusal, or
                          failure that it deems to constitute Cause and, unless
                          the Board reasonably concludes the situation could not
                          be corrected, give you 30 days after you receive such
                          notice to correct the situation (and thus avoid
                          termination for Cause), unless the Company agrees to
                          extend the time for correction. You agree that the
                          Board will have the discretion to determine in good
                          faith whether

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                          your correction is sufficient, provided that this
                          decision does not foreclose you from using the Dispute
                          Resolution provisions of Exhibit B.

     WITHOUT CAUSE        Subject to the provisions below under PAYMENTS ON
                          TERMINATION and SEVERANCE, the Company may terminate
                          your employment under this Agreement before the end
                          of the Term without CAUSE.

     DISABILITY           If you become "DISABLED" (as defined below), the
                          Company may terminate your employment. You are
                          "disabled" if you are unable, despite whatever
                          reasonable accommodations the law requires, to render
                          services to the Company for more than 90 consecutive
                          days because of physical or mental disability,
                          incapacity, or illness. You are also disabled if you
                          are found to be disabled within the meaning of the
                          Company's long-term disability insurance coverage as
                          then in effect (or would be so found if you applied
                          for the coverage).

     GOOD REASON          YOU may resign for Good Reason with 45 days' advance
                          written notice. "GOOD REASON" for this purposes means,
                          without your consent, (i) the Company materially
                          breaches this Agreement or (ii) the Company relocates
                          your primary office by more than 50 miles from Fort
                          Washington, Pennsylvania.

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

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

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

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

     SEVERANCE            In addition to the foregoing payments, if the Company
                          terminates your employment without CAUSE or you resign
                          for GOOD REASON, the Company will

                                    pay you severance equal to your Salary, as
                                    then in effect, for six months on the same
                                    schedule as though you had remained employed
                                    during such period, even though you are no
                                    longer employed;

                                    pay the after-tax premium cost for you to
                                    receive any group health coverage the
                                    Company must offer you under Section 4980B
                                    of the Internal Revenue Code of 1986 ("COBRA
                                    COVERAGE") for the period of such coverage
                                    (unless the coverage is then provided under
                                    a self-insured plan);

                                    pay you, at the time the Company would
                                    otherwise pay your annual bonus, your pro
                                    rata share of the bonus for the year of your
                                    termination, where the pro rata factor is
                                    based on days elapsed in your year of
                                    termination till date of termination over
                                    365, less any portion of the bonus for the
                                    year of your termination already paid; and

                               It is the Company's good faith intention to
                               provide you, within 90 days of this agreement, a
                               description of the

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                               number of unvested options that will be subject
                               to accelerated vesting upon either termination
                               without cause, resignation for good reason, or as
                               a result of a change of control.

                               You are not required to mitigate amounts payable
                               under the SEVERANCE paragraph by seeking other
                               employment or otherwise, nor must you return to
                               the Company amounts earned under subsequent
                               employment.

     CHANGE OF CONTROL         A Change of Control for this purpose means the
                               occurrence of any one or more of the following
                               events: a person, entity, or group (other than
                               the Company, any Company subsidiary, any Company
                               benefit plan, or any underwriter temporarily
                               holding securities for an offering of such
                               securities) acquires ownership of more than 50%
                               of the undiluted total voting power of the
                               Company's then outstanding securities eligible to
                               vote to elect members of the Board ("COMPANY
                               VOTING SECURITIES"); consummation of a merger or
                               consolidation of the Company with or into any
                               other entity -- unless the holders of the Company
                               Voting Securities outstanding immediately before
                               such consummation, together with any trustee or
                               other fiduciary holding securities under a
                               Company benefit plan, hold securities that
                               represent immediately after such merger or
                               consolidation at least 50% of the combined voting
                               power of the then outstanding voting securities
                               of either the Company or the other surviving
                               entity or its parent; or the stockholders of the
                               Company approve (i) a plan of complete
                               liquidation or dissolution of the Company or (ii)
                               an agreement for the Company's sale or
                               disposition of all or substantially all the
                               Company's assets, AND such liquidation,
                               dissolution, sale, or disposition is consummated.

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EXPIRATION                Expiration of this Agreement, whether because of
                          notice of non-renewal or otherwise, does not
                          constitute termination without CAUSE nor provide you
                          with GOOD REASON and does not entitle you to
                          SEVERANCE, unless the Company's general severance
                          practices entitle you to severance in that situation.
                          If you remain employed at the end of the Term and your
                          employment then ends as a result of expiration of the
                          Agreement, the Company will pay you severance equal to
                          your Salary, as then in effect, for 12 months on the
                          same schedule as though you had remained employed
                          during such period, even though you are no longer
                          employed, which payments you agree compensate you for
                          the restrictions under Exhibit A upon contract
                          expiration.

SEVERABILITY              If the final determination of an arbitrator or a court
                          of competent jurisdiction declares, after the
                          expiration of the time within which judicial review
                          (if permitted) of such determination may be perfected,
                          that any term or provision of this Agreement,
                          including any provision of Exhibit A, is invalid or
                          unenforceable, the remaining terms and provisions will
                          be unimpaired, and the invalid or unenforceable term
                          or provision will be deemed replaced by a term or
                          provision that is valid and enforceable and that comes
                          closest to expressing the intention of the invalid or
                          unenforceable term or provision.

AMENDMENT; WAIVER         Neither you nor the Company may modify, amend, or
                          waive the terms of this Agreement other than by a
                          written instrument signed by you and an executive
                          officer of the Company duly authorized by the Board.
                          Either party's waiver of the other party's compliance
                          with any provision of this Agreement is not a waiver
                          of any other provision of this Agreement or of any
                          subsequent breach by such party of a provision of this
                          Agreement.

WITHHOLDING               The Company will reduce its compensatory payments to
                          you for withholding and FICA taxes and any other
                          withholdings and contributions required by law.

GOVERNING LAW             The laws of the State of Pennsylvania (other than its
                          conflict of laws provisions) govern this Agreement.

NOTICES                   Notices must be given in writing by personal delivery,
                          by certified mail, return receipt requested, by
                          telecopy, or by overnight delivery. You should send or
                          deliver your notices to the Company's corporate
                          headquarters. The Company will send or deliver any
                          notice given to you at your address as reflected on
                          the Company's personnel records. You and the Company
                          may change the address for notice by like notice to
                          the others. You

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                          and the Company agree that notice is received on the
                          date it is personally delivered, the date it is
                          received by certified mail, the date of guaranteed
                          delivery by the overnight service, or the date the fax
                          machine confirms effective transmission.

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

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

                                            ESPS, Inc.

                                            By: /s/
                                                --------------------------------
                                                Chairman, Compensation Committee
                                                Board of Directors

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

/s/
------------------

Dated: 11/27/00

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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 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 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 yet 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 Company's, you will inform
                          the Chairman of the Board in writing of the identity
                          of the business, your proposed duties with that
                          business, and the proposed starting date of that
                          employment. You will also inform that business of the
                          terms of this Exhibit A. The Company will analyze the
                          proposed employment and make a good faith
                          determination as to whether it would threaten the
                          Company's legitimate competitive interests. If 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.

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                          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 BUSINESS   COMPETING BUSINESS means any service or 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
                          creation or sale of knowledge publishing software, and
                          other related services to assist clients in
                          integrating and maintaining their knowledge publishing
                          solutions.

     MARKET AREA          The Market Area consists of the United States and
                          Canada. You agree that the Company provides services
                          both at its facilities and at the locations of its
                          customers or clients and that, by the nature of its
                          business, it operates globally.

     RESTRICTED PERIOD    For purposes of this Agreement, the RESTRICTED PERIOD
                          ends at the first anniversary of the date your
                          employment with the Company Group ends for any reason.

NO INTERFERENCE; NO       During the Restricted Period, you agree that you will
SOLICITATION              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, or 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.

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SECRECY
     PRESERVING           Your employment with the Company under and, if
     COMPANY              applicable, before this Agreement (with a predecessor
     CONFIDENCES          to a member of the Company Group), has given and will
                          give you access to Confidential Information (as
                          defined below). You acknowledge and agree that using,
                          disclosing, or publishing any Confidential Information
                          in an unauthorized or improper manner could cause the
                          Company or Company Group to incur substantial loss and
                          damages that could not be readily calculated and for
                          which no remedy at law would be adequate. Accordingly,
                          you agree with Company that you will not at any time,
                          except in performing your employment duties to the
                          Company or the Company Group under this Agreement (or
                          with the Board's prior written consent), directly or
                          indirectly, use, disclose, or publish, or permit
                          others not so authorized to use, disclose, or publish
                          any Confidential Information that you may learn or
                          become aware of, or may have learned or become aware
                          of, because of your prior or continuing employment
                          ownership, or association with the Company or the
                          Company Group or any of their predecessors, or use any
                          such information in a manner detrimental to the
                          interests of the Company or the Company Group.

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

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

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                          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 your possession
                          during your employment. You agree you will not,
                          without the Company's consent, retain copies,
                          excerpts, summaries, or compilations of the foregoing
                          information and materials. You understand and agree
                          that the rights and obligations set forth in this
                          Exclusive Property Section will continue indefinitely
                          and will survive termination of this Agreement and
                          your employment with the Company Group.

COPYRIGHTS,               You agree that all records, in whatever media
DISCOVERIES,              (including written works), documents, papers,
INVENTIONS, AND           notebooks, drawings, designs, technical information,
PATENTS                   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

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                          Company Group's facilities, materials, personnel, or
                          Confidential Information in the course of your
                          employment (whether or not during usual working
                          hours), whether conceived, created, discovered, made,
                          or invented individually or jointly with others, will
                          be and remain the absolute property of the Company (or
                          another appropriate member of the Company Group, as
                          specified by the Company), as will all the worldwide
                          patent, copyright, trade secret, or other intellectual
                          property rights in all such works. (All references in
                          this section to the Company include the members of the
                          Company Group, unless the Company determines
                          otherwise.) You irrevocably and unconditionally waive
                          all rights, wherever in the world enforceable, that
                          vest in you (whether before, on, or after the date of
                          this Agreement) in connection with your authorship of
                          any such copyrightable works in the course of your
                          employment with the Company group or any predecessor.
                          Without limitation, you waive the right to be
                          identified as the author of any such works and the
                          right not to have any such works subjected to
                          derogatory treatment. You RECOGNIZE ANY SUCH WORKS ARE
                          "WORKS FOR HIRE" OF WHICH THE COMPANY IS THE AUTHOR.

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

                                                                              14
<Page>

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

                          To the extent, if any, that you own rights to works,
                          inventions, discoveries, proprietary information, any
                          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)
                          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

                                                                         Page 15
<Page>

                               result in material irreparable injury to the
                               Company and Company Group for which there is no
                               adequate remedy at law, and

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

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

                                                                              16
<Page>

                                    EXHIBIT B
                               Dispute Resolution

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

BINDING                   If the mediation reaches no solution or the parties
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 dispute and to reduce the costs and
PRESUMPTIONS              burdens associated with litigation. The parties agree
                          that the Arbitrator should take these

                                                                              17
<Page>

PRESUMPTIONS              concerns into account when determining whether to
                          authorize discovery and, if so, the scope of
                          permissible discovery and other hearing and
                          pre-hearing procedures. The Arbitrator may permit
                          reasonable discovery rights in preparation for the
                          arbitration, provided that it should accelerate the
                          scheduling of and responses to such discovery so as
                          not to unreasonably delay the arbitration. Exhibits
                          must be marked and left with the Arbitrator until it
                          has rendered a decision. Either party may elect, at
                          its expense, to record the proceedings by audiotape or
                          stenographic recorder (but not by video). The
                          Arbitrator may conclude that the applicable law of any
                          foreign jurisdiction would be identical to that of
                          Texas on the pertinent issue(s), absent a party's
                          providing the Arbitrator with relevant authorities
                          (and copying the opposing party) at least five
                          business days before the arbitration hearing.

NATURE OF AWARD           The Arbitrator must render its award, to the extent
                          feasible, within 30 days after the close of the
                          hearing. The award must set forth the material
                          findings of fact and legal conclusions supporting the
                          award. The parties agree that it will be final,
                          binding, and enforceable by any court of competent
                          jurisdiction. Where necessary or appropriate to
                          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 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

                                                                              18
<Page>

                          parties from agreeing to a less expensive and faster
                          means of dispute resolution. It does not prevent the
                          Company from immediately seeking in court an
                          injunction or other remedy with respect to Exhibit A.

                                                                              19
<Page>

                                     [LOGO]

                                    EXHIBIT C

SEPTEMBER 7, 2000

RICK DOOL
EMPLOYMENT AGREEMENT

PRESIDENT AND CEO

1. ANNUAL SALARY:         $225,000
                          TO BE REVIEWED AND ADJUSTED ANNUALLY BE THE ESPS BOARD
                          OF DIRECTORS BASED ON COMPANY PERFORMANCE.

2. INCENTIVE BONUS:       $100,000 (AT PLAN)
                          BASED ON THE ATTACHED INCENTIVE BONUS PROGRAM. TO BE
                          REVIEWED AND ADJUSTED ANNUALLY BY THE ESPS BOARD OF
                          DIRECTORS BASED ON COMPANY PERFORMANCE AND
                          EXPECTATIONS FOR THE SUCCEEDING FISCAL YEAR.
                          RECOVERABLE DRAW AGAINST THIS BONUS OF $2,500 PER
                          MONTH TO BE RECONCILED AT THE END OF EACH FISCAL YEAR.

3. STOCK OPTIONS:         150,000 NON-QUALIFIED STOCK OPTIONS AWARDED BASED ON
                          INITIAL EVP POSITION. VESTING SCHEDULE CONSISTENT WITH
                          THE STANDARD ESPS VESTING PROGRAM.

                          600,000 NON-QUALIFIED STOCK OPTIONS AWARDED UPON
                          PROMOTION TO THE CEO POSITION. VESTING SCHEDULE
                          ADJUSTED TO 35% AFTER FIRST YEAR AND THE REMAINING 65%
                          QUARTERLY OVER 3 YEARS.

                          TO BE REVIEWED AND ADJUSTED ANNUALLY BY THE ESPS BOARD
                          OF DIRECTORS BASED ON COMPANY PERFORMANCE AND
                          EXPECTATIONS FOR THE SUCCEEDING FISCAL YEAR. BASED ON
                          THE ATTACHED INCENTIVE BONUS PROGRAM.

4. SEVERANCE:             6 MONTHS SALARY AND BENEFITS IF TERMINATED FOR REASONS
                          OTHER THAN "CAUSE".

5. VACATION:              4 WEEKS PLUS NORMAL COMPANY HOLIDAYS, ETC.
                          CARRYOVER TO BE DETERMINED.

6. CHANGE IN CONTROL:     IF A CHANGE IN CONTROL HAPPENS, THE FOLLOWING
                          SEVERANCE PACKAGE WILL INCUR (IF TERMINATED AS A
                          RESULT):

                               6 MONTHS SALARY AND BENEFITS
                               REIMBURSEMENT FOR UNUSED VACATION
                               50% OF TARGET BONUS (AT ANNUAL PLAN)
                               OUTPLACEMENT SERVICES (TO A CAP OF $20K)

                                                                              20
<Page>

7. CAR ALLOWANCE:         $600 PER MONTH

8. EXECUTIVE DEVELOPMENT: 100% PAYMENT FOR EXECUTIVE EDUCATION AND LEADERSHIP
                          DEVELOPMENT CONFERENCES, COURSES OR PROGRAMS AS
                          APPROPRIATE.

                                                                              21
<Page>

                                     [LOGO]

                                    EXHIBIT C

                        RICK DOOL INCENTIVE BONUS PROGRAM

                                     FY '01

ELEMENTS:

1.   BUSINESS PLAN EXPECTATIONS:

          THE CONSENSUS EXPECTATIONS FOR FY'01 IS $28.4 IN TOTAL REVENUE. THE
          INTERNAL BUDGET FOR TOTAL REVENUE IS $33.5M. THE BONUS WILL BE
          DETERMINED UNDER THE SAME FACTORING TABLE AS THE MANAGEMENT TEAM WITH
          NO BONUS AWARDED FOR PERFORMANCE BELOW $28.4M IN REVENUE.

                            BONUS "FACTORING TABLE":

<Table>
<Caption>
                  % OF                 BONUS            ACTUAL
               PERFORMANCE            FACTOR           CO. REV.
               -----------            ------           --------
                    <S>                <C>             <C>
                    85%                 20%            $ 28.4M
                    86                  21%            $ 28.8
                    87                  22%            $ 29.1
                    88                  23%            $ 29.5
                    89                  24%            $ 29.8
                    90                  25%            $ 30.1
                    91                  30%            $ 30.5
                    92                  35%            $ 30.8
                    93                  40%            $ 31.1
                    94                  45%            $ 31.5
                    95                  50%            $ 31.8
                    96                  60%            $ 32.1
                    97                  70%            $ 32.5
                    98                  80%            $ 32.8
                    99                  90%            $ 33.1
                    99%                100%            $ 33.5M
</Table>

2.   UNIT PERFORMANCE AND COMPANY PERFORMANCE:

     100% OF BONUS WILL BE BASED ON OVERALL COMPANY PERFORMANCE.
          70% BASED ON REVENUE ATTAINMENT
          20% ON CUSTOMER SATISFACTION
          10% ON PROFIT TARGET

                                                                              22
<Page>

                                   ESPS, INC.

                         EMPLOYMENT AGREEMENT AMENDMENT

To: Rick Dool

     In accordance with the terms of your employment agreement executed November
27, 2000, (the "Agreement"), ESPS, Inc. (the "Company") has determined its offer
with respect to acceleration of unvested option grants upon a Change of Control.
Following are the terms of the offer:

     In the event of a change of control, options will become vested as follows:

     1.   If the Change of Control occurs within your first twelve months of
          employment, 75% of options granted to you will immediately vest upon
          approval of the Change of Control in accordance with the Company's
          bylaws.

     2.   If the Change of Control occurs after your first twelve months of
          employment but before eighteen months from your hire date, 87.5% of
          options granted to you will immediately vest upon approval of the
          Change of Control in accordance with the Company's bylaws.

     3.   If the Change of Control occurs after eighteen months of employment,
          100% of options granted to you will immediately vest upon approval of
          the Change of Control in accordance with the Company's bylaws.

     Approval of the Change of Control shall have been deemed to have occurred
upon the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) approve the Change of Control. In addition,
in the event your employment is terminated within 12 months of a Change of
Control, the Company has agreed to extend the severance period, as defined in
the "Severance" section of your Agreement, from six months to twelve months.
Please note that this modification does not in any way increase the amounts due
you from the Company as defined in your Agreement, in the event you are
terminated with Cause as defined in your Agreement.

     Change of Control. A Change of Control for this purpose means the
                        occurrence of anyone or more of the following events: a
                        person, entity, or group (other than the Company, any
                        Company subsidiary, any Company benefit plan, or any
                        underwriter temporarily holding securities for an
                        offering of such securities) acquires ownership
                        of more than 50% of the undiluted total voting power of
                        the Company's then-outstanding securities eligible to
                        vote to elect members of the Board ("COMPANY VOTING
                        SECURITIES"); consummation of a merger or consolidation
                        of the Company with or into any other entity -- unless
                        the holders of the Company Voting Securities outstanding
                        immediately before such consummation, together with any
                        trustee or other

                                                                              23
<Page>

                        fiduciary holding securities under a Company benefit
                        plan, hold securities that represent immediately after
                        such merger or consolidation at least 50% of the
                        combined voting power of the then outstanding voting
                        securities of either the Company or the other surviving
                        entity or its parent; or the stockholders of the
                        Company approve (i) a plan of complete liquidation or
                        dissolution of the Company or (ii) an agreement for the
                        Company's sale or disposition of all or substantially
                        all the Company's assets, AND such liquidation,
                        dissolution, sale, or disposition is consummated.

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

          ESPS, Inc.

          By: /s/ Christopher Meshginpoosh

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

/s/ R. Richard Dool

Dated: February 8, 2001

                                                                              24
<Page>

                        AMENDMENT TO EMPLOYMENT AGREEMENT

                EXECUTED BETWEEN RICK DOOL AND ESPS (NOW LIQUENT)
                              OF NOVEMBER 27, 2000

The Employment Agreement (including Exhibits A, B, and C) between Rick Dool and
ESPS (Liquent) executed on November 27, 2000 and the amendment executed on
February 8, 2001, is hereby further amended by the following provisions:

     1. CHANGE OF CONTROL provision:

          IN THE EVENT OF A CHANGE OF CONTROL (AS DEFINED IN BOTH THE AGREEMENT
          AND AMENDMENT), THE COMPANY HAS AGREED TO MODIFY THIS CLAUSE TO ALLOW
          FOR 12 MONTHS OF SEVERANCE BENEFITS UPON APPROVAL OF THE CHANGE OF
          CONTROL IN ACCORDANCE WITH THE COMPANY'S BYLAWS. YOUR SEVERANCE
          BENEFITS WILL BE AWARDED REGARDLESS OF YOUR EMPLOYMENT OR POTENTIAL
          EMPLOYMENT WITH THE PERSON, ENTITY, GROUP OR COMPANY THAT ACQUIRES
          ESPS (LIQUENT).

          ADDITIONALLY, 100% OF THE OPTIONS GRANTED TO YOU PRIOR TO THE CHANGE
          OF CONTROL WILL IMMEDIATELY VEST UPON APPROVAL OF THE CHANGE OF
          CONTROL IN ACCORDANCE WITH THE COMPANY'S BYLAWS.

          FINALLY, 100% OF YOUR "TARGET" ANNUAL PERFORMANCE BONUS, AS THEN IN
          EFFECT (CURRENTLY $100,000), WILL BE PAID UPON APPROVAL OF THE CHANGE
          OF CONTROL IN ACCORDANCE WITH THE COMPANY'S BYLAWS.

     2. SEVERANCE provision:

          IF THE COMPANY TERMINATES YOUR EMPLOYMENT WITHOUT CAUSE (AS DEFINED IN
          THE EMPLOYMENT AGREEMENT) OR YOU RESIGN FOR GOOD REASON (AS DEFINED IN
          THE EMPLOYMENT AGREEMENT), OR IN THE EVENT OF A CHANGE IN CONTROL (AS
          INDICATED ABOVE), 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. THESE PAYMENTS WILL EITHER CONTINUE ON THE
          NORMAL PAYROLL CYCLE OR AWARDED IN A "LUMP SUM" PAYMENT AT YOUR
          DISCRETION;

          PAY THE AFTER TAX PREMIUM COST FOR YOU TO CONTINUE TO RECEIVE ANY
          GROUP HEALTH COVERAGE YOU ARE RECEIVING AT THE TIME OF TERMINATION FOR
          A PERIOD OF 12 MONTHS FOLLOWING YOUR TERMINATION DATE.

          PAY 50% OF YOUR "TARGET" PERFORMANCE BONUS, AS THEN IN EFFECT
          (CURRENTLY $100,000), UPON TERMINATION OF YOUR EMPLOYMENT WITHOUT
          CAUSE (AS DEFINED IN THE EMPLOYMENT AGREEMENT) OR IF YOU RESIGN FOR
          GOOD REASON (AS DEFINED IN THE EMPLOYMENT AGREEMENT).

          PAY UP TO $20,000 FOR OUTPLACEMENT SERVICES. THE USE OF THESE SERVICES
          WILL BE AT YOUR DISCRETION. THE COMPANY WILL BE RESPONSIBLE FOR THE
          PAYABLES RELATED TO

                                                                              25
<Page>

          OUTPLACEMENT SERVICES (UP TO $20,000) IS USED DURING THE SEVERANCE
          PERIOD (12 MONTHS). OR, YOU CAN ELECT TO RECEIVE A LUMP-SUM AWARD OF
          $15,000 TO BE USED FOR OUTPLACEMENT SERVICES. IF YOU ELECT THE
          LUMP-SUM OPTION, THE COMPANY WILL HAVE NO FURTHER OBLIGATION REGARDING
          OUTPLACEMENT SERVICES BEYOND THE LUMP-SUM AMOUNT (15,000).

     3. ADDITIONAL OPTION GRANT:

          THE COMPANY HAS AWARDED YOU AN ADDITIONAL 250,000 OPTIONS AS INDICATED
          IN THE ATTACHED STOCK OPTION AGREEMENT.

All other provisions of your Employment Agreement (including Exhibits A, B and
C) of November 27, 2000 and the Subsequent Amendment of February 8, 2001 remain
in force.

                                                Liquent, Inc. (ESPS)

                                                By: /s/ Charles O. Heller
                                                    -------------------------
                                                Name: Charles O. Heller
                                                Chairman, Compensation Committee
                                                Liquent Board of Directors.

Agreed:

/s/Rick Dool
--------------
Rick Dool
Date: 10/3/01

                                                                              26