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                                                                   EXHIBIT 10.30


                           GET DIGITAL SMART.COM, INC.

                             ONE MANHATTANVILLE ROAD
                            PURCHASE, NEW YORK 10577



                                                                  March 23, 2000


Thomas A. Daniel
7932 Grado el Tupelo
Carlsbad, CA 92009

Dear Tom:

         Get Digital Smart.com, Inc. (the "COMPANY") is pleased to memorialize
the terms and conditions of your employment as follows:

           1. POSITION. You will serve in a full-time capacity as President and
Chief Executive Officer of the Company. You will report to the President and
Chief Executive Officer of R.H. Donnelley Corporation ("RHD"), currently Frank
R. Noonan. In this position, you will have such duties and authority as will be
determined from time to time by the Board of Directors of the Company (the
"BOARD") or its designee. By signing this letter agreement, you represent and
warrant to the Company that:

         (x) you are under no contractual commitments (including without
limitation any noncompetition, nonsolicitation, proprietary information and
inventions, shareholders', investors' or similar agreement) inconsistent with
your obligations to the Company; and

         (y) you have no holdings in the capital stock of any company (other
than holdings of less than 1% of the outstanding capital stock of a publicly
traded corporation) which is in competition with any line of business conducted
by the Company or its affiliates, except as disclosed in writing to the Company.

           2. SALARY. You will be paid a salary at the annual rate of $250,000,
payable in accordance with the Company's standard payroll practices for salaried
employees. This salary will be subject to adjustment pursuant to the Company's
employee compensation policies in effect from time to time.



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           3. BONUS. You will be eligible to receive an annual target bonus of
50% of your salary (i.e., this year, the target amount will be $125,000),
subject to the Company's attainment of specified performance goals. Your bonus
will be paid out as soon as practicable after it has been approved by the Board
or a relevant committee (the "COMPENSATION COMMITTEE") at its first annual
meeting following the year in respect of which such bonus is awarded, and for
this calendar year ending December 31, 2000, your bonus payout will be equal to
100% of the target amount.

         4. STOCK OPTIONS. Subject to the approval of the Board or its
Compensation Committee, you will be granted an option to purchase that number of
shares of the Company representing 5% of the outstanding shares of the Company
as of the date of grant of the option (which number of shares will be equitably
adjusted to prevent any dilution upon the issuance of warrants, options or other
rights to purchase shares of the Company or other securities of the Company, so
long as the shares of the Company are not traded on an exchange or principal
trading market on the date of such issuance). The exercise price per share will
be equal to the fair market value per share on the date the option is granted.
It is anticipated that the date of grant will be April 25, 2000. As of each of
the first, second, third and fourth anniversaries of the date of grant of the
option, 25% of the shares subject to the option will vest and become
exercisable; provided that you are on each relevant date, and at all times since
the date of grant of the option have been, in the employment of the Company or
one of its affiliates. The option will be subject to the terms and conditions
applicable to options granted under the Company's 2000 Stock Plan, as described
in the plan and the award agreement evidencing the grant of your option.
Notwithstanding the foregoing, with respect to the vesting period, grant date,
exercise price per share, term and exercise period of the option, the provisions
of the plan and award agreement are superseded by the provisions of this letter
agreement to the extent of any inconsistency, except to the extent consented to
by you in writing.

           5. PERIOD OF EMPLOYMENT. (a) Your employment with the Company will be
"at will", meaning that either you or the Company will be entitled to terminate
your employment at any time and for any reason, with or without Cause (as
defined in Exhibit A attached hereto). Although your job duties, title,
compensation and benefits, as well as the Company's personnel policies and
procedures, may change from time to time, the "at will" nature of your
employment may only be changed in an express written agreement signed by you and
a duly authorized officer of the Company.

                  (b) Notwithstanding anything in this letter agreement to the
contrary, if your employment with the Company is terminated, your entitlements


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under this letter agreement in the event of any such termination will be as set
forth in this paragraph 5(b).

         FOR CAUSE BY THE COMPANY: If your employment is terminated by the
company for Cause, you will be entitled to receive your salary through the Date
of Termination (as defined in Exhibit A attached hereto). All other benefits due
to you following your termination of employment will be determined in accordance
with the plans, policies and practices of the Company.

         WITHOUT CAUSE BY THE COMPANY NOT FOLLOWING A CHANGE IN CONTROL. If,
prior to a Change in Control (as defined in Exhibit A attached hereto) or more
than two years after a Change in Control, your employment is terminated by the
Company without Cause, you will be entitled to the following benefits:

         (v) salary through the Date of Termination at the rate in effect at the
time the Notice of Termination (as defined in Exhibit A attached hereto) is
given, or if higher, at the rate in effect immediately prior to the event or
circumstance leading to the termination of employment, plus all other amounts to
which you are entitled under any compensation or benefit plan of the Company;

         (w) in lieu of any further salary payments to you for periods
subsequent to the Date of Termination, a severance payment not later than the
fifth day following the Date of Termination equal to 100% of the sum of (A) your
salary at the rate in effect at the time the Notice of Termination is given, or
if higher, at the rate in effect immediately prior to the event or circumstance
leading to the termination of employment, plus (B) your target bonus, paid in
lump sum without reduction for time value of money;

         (x) if the option granted under paragraph 4 is not already fully
vested, accelerated vesting of 25% of all remaining unvested shares subject to
the option;

         (y) continued exercisability of any option vested as of the Date of
Termination for a period beginning on the Date of Termination and ending on the
earlier of (i) one year following the Date of Termination or (ii) 90 days after
the expiration of any underwriters' lock-up or similar arrangement in connection
with any public offering of the shares of the Company; and

         (z) continued eligibility to participate in all health, medical and
dental benefit plans of the Company for which you were eligible immediately
prior to the time the Notice of Termination is given, or comparable coverage,
for one year following the Date of Termination, or, if sooner, until comparable
health insurance coverage is available to you in connection with subsequent
employment or self-employment (it being understood that the coverage for which
you will continue to be eligible under this clause (z) will be made available at
no greater

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cost or tax cost to you than that applicable to you at the time of termination
of employment).

         TERMINATION WITHIN TWO YEARS FOLLOWING A CHANGE IN CONTROL. If, within
two years following a Change in Control, your employment is terminated by the
Company without Cause, or by you for Good Reason (as defined in Exhibit A
attached hereto), you will be entitled to the payments and benefits described
for a termination without Cause by the Company not following a Change in
Control, except that the reference to "25%" in clause (x) of this paragraph 5(b)
will be changed to "100%".

         Termination of employment after the commencement of negotiations with a
potential acquiror or business combination partner will be deemed to be a
termination of employment within two years following a Change in Control if such
negotiations result in a transaction with such acquiror or business combination
partner constituting a Change in Control.

         VOLUNTARY TERMINATION OF EMPLOYMENT. If you terminate your employment
under circumstances other than those specified above, you will be entitled to
the payments and benefits described for a termination of employment for Cause.

                  (c) Any purported termination of employment by the Company or
by you must be communicated by a written Notice of Termination to the other
party.

                  (d) Notwithstanding anything in this letter agreement to the
contrary, you will be obligated to execute a general release of claims in favor
of the Company, in the form used generally by the Company in connection with
termination of employment from time to time, as a condition to receiving
benefits and payments under this letter agreement.

           6. OUTSIDE ACTIVITIES. (a) During your employment with the Company,
you will not engage in any other gainful employment, business or activity
without the written consent of the Board. During your employment with the
Company, you also will not assist any person or organization in competing with
the Company or its affiliates, in preparing to compete with the Company or its
affiliates or in hiring any employees of the Company or its affiliates.

         Without limiting the foregoing, you acknowledge and recognize the
highly competitive nature of the businesses of the Company and its affiliates
and accordingly agree that during your employment with the Company and for a
period of one year after the termination of such employment:


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         (w) you will not directly or indirectly engage in any business which is
in competition with any line of business conducted by the Company or its
affiliates (including without limitation by performing or soliciting the
performance of services for any person who is a customer or client of the
Company or any of its affiliates or by diverting, taking or usurping a business
opportunity of the Company or any of its affiliates for your benefit or of any
other person) whether such engagement is as an officer, director, proprietor,
employee, partner, investor (other than as a holder of less than 1% of the
outstanding capital stock of a publicly traded corporation), consultant,
advisor, agent, sales representative or other participant, in any location in
which the Company or any of its affiliates conducted any such competing line of
business;

         (x) you will not directly or indirectly assist others in engaging in
any of the activities in which you are prohibited from engaging in by clause
(w);

         (y) you will not directly or indirectly induce any employee of the
Company or any of its affiliates to engage in any activity in which you are
prohibited to engage by this paragraph 6, or to terminate his or her employment
with the Company or any of its affiliates, and will not directly or indirectly
employ or offer employment to any person who was employed by the Company or any
of its affiliates unless such person shall have ceased to be employed by the
Company or any of its affiliates for a period of at least 12 months; and

         (z) you will not directly or indirectly solicit subscribers or
suppliers of the Company or induce any such person to terminate his, her or its
relationships with the Company.

         Notwithstanding the foregoing, you may maintain your current holdings
in LiveOnTheNet.com, Inc. and Contigo Software, Inc.; provided that you do not
(i) purchase or otherwise acquire, or agree or offer to purchase or otherwise
acquire, beneficial ownership of any additional securities of such companies,
(ii) obtain or exercise any special rights as a shareholder of such companies
(other than the voting of such shares in the ordinary course of business),
whether pursuant to a shareholders' or investors' agreement or otherwise, or
(iii) have any role in, or communicate with, any members of the managements of
such companies; and provided further that you agree to sell or otherwise
transfer your shares of such companies to the extent necessary to satisfy clause
(w) of this paragraph 6 and if such companies have a public offering of their
capital stock.

                  (b) In addition, you will not at any time (whether during or
after your employment with the Company) knowingly make any statement, written or
oral, or take any other action relating to the Company or its officers or
directors that would disparage or otherwise harm the Company, its business or
its reputation or those of any of its officers and directors.


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                  (c) It is expressly understood and agreed that although you
and the Company consider the restrictions contained in this paragraph 6 to be
reasonable, if a final judgment is made by a court of competent jurisdiction
that the time or territory or any other restriction contained in this letter
agreement is an unenforceable restriction against you, the provisions of this
letter agreement will not be rendered void but will be deemed amended to apply
as to such maximum time and territory and to such maximum extent as such court
may judicially determine or indicate to be enforceable. Alternatively, if any
court of competent jurisdiction finds that any restriction contained in this
letter agreement is unenforceable, and such restriction cannot be amended so as
to make it enforceable, such finding will not affect the enforceability of any
of the other restrictions contained herein.

         7. CONFIDENTIALITY. Like all Company employees, you will be required,
as a condition to your employment with the Company, to sign the Company's
standard Proprietary Information and Inventions Agreement, a copy of which is
attached hereto as Exhibit B.

         Without limiting the foregoing, you will not at any time (whether
during or after your employment with the Company) disclose or use for your own
benefit or purposes or the benefit or purposes of any other person, firm,
partnership, joint venture, association, corporation or other business
organization, entity or enterprise other than the Company and any of its
affiliates, any trade secrets, information, data, or other confidential
information relating to customers, development programs, costs, marketing,
trading, investment, sales activities, promotion, credit and financial data,
manufacturing processes, financing methods, plans, employees, organizational
structure or the business and affairs of the Company generally, or of any of its
affiliates; provided that the foregoing will not apply to information which is
not unique to the Company or which is generally known to the industry or the
public other than as a result of your breach of this covenant. You agree that
upon termination of your employment with the Company for any reason, you will
return to the Company immediately all memoranda, books, papers, plans,
information, letters and other data, and all copies thereof or therefrom, in any
way relating to the business of the Company and its affiliates, except that you
may retain personal notes, notebooks and diaries. You further agree that you
will not retain or use for your account at any time any trade names, trademark
or other proprietary business designation used or owned in connection with the
business of the Company or its affiliates.


           8. MATERIAL INDUCEMENT; SPECIFIC PERFORMANCE. You acknowledge and
agree that the covenants entered into by you in paragraphs 6 and 7 are essential
elements of the parties' agreement as expressed in this letter agreement, are a
material inducement for the Company to enter into this letter agreement and

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the breach of any of those covenants would be a material breach of this letter
agreement. You further acknowledge and agree that the Company's remedies at law
for a breach or threatened breach of any of the provisions of paragraphs 6 or 7
would be inadequate. In recognition of this fact, you agree that, in the event
of such a breach or threatened breach, in addition to any remedies at law, the
Company, without posting any bond, will be entitled to obtain equitable relief
in the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.

           9. LITIGATION SUPPORT. You agree to assist and cooperate with the
Company or its affiliates in connection with the defense or prosecution of any
claim that may be made against or by the Company or its affiliates, or in
connection with any ongoing or future investigation or dispute or claim of any
kind involving the Company or its affiliates, including any proceeding before
any arbitral, administrative, judicial, legislative, or other body or agency,
including testifying in any proceeding, to the extent such claims,
investigations or proceedings relate to services performed or required to be
performed by you, pertinent knowledge possessed by you, or any act or omission
by you. You further agree to perform all acts and to execute and deliver any
documents that may be reasonably necessary to carry out the provisions of this
paragraph 9.


         10. WITHHOLDING TAXES. All forms of compensation referred to in this
letter agreement are subject to reduction to reflect applicable withholding and
payroll taxes.

         11. ENTIRE AGREEMENT. This letter agreement and its exhibits contain
all of the terms of your employment with the Company and supersede any prior
understandings or agreements, whether oral or written, between you and the
Company or its affiliates.

          12. AMENDMENT AND GOVERNING LAW. This letter agreement may not be
amended or modified except by an express written agreement signed by you and a
duly authorized officer of the Company. The terms of this letter agreement and
the resolution of any disputes will be governed by New York law.

         We hope that you find the foregoing terms acceptable. You may indicate
your agreement with these terms and accept this offer by signing and dating both
the enclosed duplicate original of this letter agreement and the enclosed
Proprietary Information and Inventions Agreement and returning them to me. As
required by law, your employment with the Company is also contingent upon your
providing legal proof of your identity and authorization to work in the United
States.

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                                                 Very truly yours,


                                                 GET DIGITAL SMART.COM, INC.



                                                 By:/s/ Judith A. Norton
                                                 -----------------------
                                                    Name: Judith A. Norton
                                                    Title: Senior Vice President


I have read and accept this employment offer:


/s/ Thomas A. Daniel
--------------------
Signature of  Thomas A. Daniel


Dated: March 27, 2000


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                                                                       EXHIBIT A


                                   DEFINITIONS

         For purposes of the letter agreement, the following terms will have the
following meanings:

         "CAUSE" means:

         (v) your willful and continued failure substantially to perform the
duties of your position as specified in paragraph 1 of the letter agreement
(other than as a result of total or partial incapacity due to physical or mental
illness or as a result of a termination by you for Good Reason);

         (w) any willful act or omission by you constituting dishonesty, fraud
or other malfeasance, which in any such case is demonstrably injurious to the
financial condition or business reputation of the Company or any of its
affiliates;

         (x) your conviction of a felony under the laws of the United States or
any state thereof or any other jurisdiction in which the Company or any of its
affiliates conducts business which materially impairs the value of your services
to the Company or any of its affiliates;

         (y) any misrepresentation or breach (or threatened breach) of warranty,
covenant or agreement made or to be performed by you pursuant to the letter
agreement; or

         (z) any final judgment made by a court of competent jurisdiction or any
binding arbitration award made by an arbitral body against you, the Company or
RHD that has the effect of materially diminishing your ability or willingness to
perform the duties of your position as specified in paragraph 1 of the letter
agreement or the ability of willingness of the Company or RHD to accept your
performance of such duties (including without limitation any such determination
or award enforcing any proprietary information and inventions or similar
agreement with a third party).

         For purposes of this definition, no act or failure to act will be
deemed "willful" unless effected by you not in good faith and without a
reasonable belief that such action or failure to act was in or not opposed to
the best interests of the Company.

                                      A-1
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         For purposes of the letter agreement, a termination by the Company
without Cause will include the occurrence of any of the following events after
the date of the letter agreement:

         (i) any affirmative determination by the Board of Directors of RHD not
to begin the business activities of the Company; or

         (ii) any affirmative determination by the Board of Directors of RHD
(and, if relevant, any third party) not to provide or continue financing to the
Company to the extent necessary to begin and develop the business activities of
the Company as agreed upon between you and RHD, or any failure to provide or
continue such financing.

         "CHANGE IN CONTROL" means the occurrence of any of the following events
after the date of the letter agreement:

         (w) any "person" (as used in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT")) (other than the Company,
any trustee or other fiduciary holding securities under an employee benefit plan
of the Company, or any company owned directly or indirectly by the stockholders
of the Company in substantially the same proportions as their ownership of stock
of the Company) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
(or RHD) representing 20% or more of the combined voting power of the then
outstanding securities of the Company (or RHD);

         (x) during any period of two consecutive years commencing on the date
of the letter agreement, individuals who at the beginning of such period
constitute the Board (or the Board of Directors of RHD, as the case may be), and
any new director (other than a director designated by a person (as defined
above) who has entered into an agreement with the Company (or RHD) to effect a
transaction described in clauses (w), (y) or (z) of this definition) whose
election by the Board (or the board of Directors of RHD) or nomination for
election by the stockholders of the Company (or RHD) was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at least
a majority thereof;

         (y) the stockholders of the Company (or RHD, as the case may be) have
approved a merger or consolidation of the Company (or RHD) with any other
company and all other required governmental approvals of such merger or
consolidation have been obtained, other than a merger or consolidation which

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would result in the voting securities of the Company (or RHD) outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 60% of the combined voting power of the voting securities of
the Company (or RHD) or such surviving entity outstanding immediately after such
merger or consolidation or a merger or consolidation effected to implement a
recapitalization of the Company (or RHD) (or similar transaction) in which no
person (as defined above) becomes the beneficial owner (as defined above) of
more than 20% of the combined voting power of the then outstanding securities of
the Company (or RHD); or

         (z) the stockholders of the Company (or RHD, as the case may be) have
approved a plan of complete liquidation of the Company (or RHD) or an agreement
for the sale or disposition by the Company (or RHD) of all or substantially all
of the assets of the Company (or RHD), and all other required governmental
approvals of such transaction have been obtained.

         "DATE OF TERMINATION" means the date specified in the Notice of
Termination (which, in the case of a termination of employment by the Company
for Cause will not be less than 10 days after the date such Notice of
Termination is given);

provided that if within 30 days after any Notice of Termination is given the
party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, the Date of Termination will be the
date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding arbitration award or by a final judgment,
order or decree of a court of competent jurisdiction (which is not appealable or
the time for appeal therefrom having expired and no appeal having been
perfected);

 provided further that the Date of Termination will be extended by a notice of
dispute only if such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable diligence.

         "GOOD REASON" means:

         (w) removal from, or failure to be reappointed or reelected to, your
position as specified in paragraph 1 of the letter agreement (other than as a
result of a promotion);

         (x) material diminution in your title, position, duties or
responsibilities, or the assignment to you of duties that are inconsistent, in a

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material respect, with the scope of duties and responsibilities associated with
your position as specified in paragraph 1 of the letter agreement;

         (y) reduction in salary or target bonus, reduction in level of
participation in long term incentive, option and other equity award, benefit and
other plans for senior executives or other material breach of the letter
agreement by the Company; or

         (z) relocation of your principal workplace without your consent to a
location outside the San Diego metropolitan area.

         "NOTICE OF TERMINATION" means a notice which will indicate the specific
termination provision in the letter agreement relied upon and will set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of employment under the provision so indicated. If the event or
circumstance on which the proposed termination of employment is based is
susceptible of cure, the Notice of Termination will not be delivered until you
or the Company, as the case may be, has had at least 30 days to effect such
cure, and unless such event or circumstance persists at the end of such cure
period.

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                                                                       EXHIBIT B

                           GET DIGITAL SMART.COM, INC.

                PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT


         THIS AGREEMENT is made on March 27, 2000, between Get Digital
Smart.com, Inc., a Delaware limited liability company ("THE COMPANY"), and
Thomas A. Daniel ("INDIVIDUAL"), referring to either an employee of the Company
or an affiliate thereof (collectively, the "COMPANY") or a person hired by the
Company on a contract basis.

                                   BACKGROUND

           A. The Company desires to hire or contract with Individual, and
Individual desires to be employed by or contract with the Company, and as a
result of such employment or contract, Individual may have access to the
Company's Confidential Information (as defined below) and may be involved in the
further development thereof; and

           B. As consideration for the Company's offer of employment or contract
with Individual, Individual agrees not to disclose any of the Company's
Confidential Information and agrees to assign all new developments for which
he/she is responsible in whole or in part to the Company.

           C. Specifically, Individual, in return for the offer of employment or
contract, hereby agrees as follows:

                   1.    Definitions.

                           (a) Confidential Information. The term "CONFIDENTIAL
                  INFORMATION" means all information not generally known in the
                  relevant trade or industry which was obtained from the
                  Company, or which was learned, discovered, developed,
                  conceived, originated, or prepared by employee or contractor
                  in the scope of his/her employment or contract, and which
                  falls within the following general categories:

                                    (i) Software products and services of the
                           Company either currently existing or under
                           development,



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                           including all New Developments (as defined below)
                           (including but not limited to all source code, object
                           code, class libraries, user interface screens,
                           algorithms, development frameworks, repository,
                           system designs, system logic flow, and processing
                           techniques and procedures related thereto; any
                           system, user or other documentation related thereto;
                           and any copies and derivatives of any of the
                           foregoing, in whole or in part, and all copyrights,
                           patent, trade secret and other proprietary rights in
                           any of the foregoing);

                                    (ii) Business plans, product development
                           plans, sales or marketing methods and internal
                           business procedures of the Company;

                                    (iii) Customer lists and specific
                           requirements of the Company's customers; and

                                   (iv) Any other information which the Company
                           informs Individual is to be kept confidential.

                                    All Confidential Information is and shall
                                    remain the sole and exclusive confidential
                                    property of the Company. Individual shall
                                    hold as the Company's confidential property,
                                    and shall further safeguard against
                                    disclosure, all copies of software systems,
                                    in whole or in part, and all other
                                    information furnished by the Company to
                                    Individual in connection with the software
                                    systems.

                           (b) New Developments. The term "NEW DEVELOPMENTS"
                  means all ideas, inventions and discoveries (including but not
                  limited to software, algorithms, designs, innovations, and
                  improvements to existing Confidential Information) which were
                  conceived or developed by Individual in the course of
                  employment or contract or by using any Confidential
                  Information.

                   2. Nondisclosure and Nonuse of Confidential Information.
         During Individual's employment or contract with the Company, and at all
         times thereafter, Individual agrees not to disclose to others, use for
         his/her own benefit, or otherwise appropriate or copy any Confidential




                                      B-2
<PAGE>   15

         Information, whether or not developed by Individual, except as required
         in the performance of Individual's duties for the Company.

                   3. Warranty of Original Development. Individual represents
         and warrants that all work performed for the Company and all work
         product produced will be of original development, and will be
         specifically developed for the fulfillment of this Agreement and will
         not knowingly infringe upon or violate any parent, copyright, trade
         secret or other proprietary right of any former employer or any third
         party.

                   4.    Rights to New Developments.

                           (a) Individual agrees to promptly disclose all New
                  Developments to the Company.

                           (b) Individual acknowledges that all copyrightable
                  New Developments are "works made for hire" and consequently
                  that the Company owns all copyrights thereto.

                           (c) Individual hereby assigns to the Company all
                  other rights to any New Developments (including but not
                  limited to United States and foreign copyrights, patents,
                  trade secrets, trade names and trademarks granted upon such
                  New Developments). However, this provision does not apply to a
                  New Development for which no equipment, supplies, facility or
                  trade secret information of the Company was used and which was
                  developed entirely on the Individual's own time, unless the
                  New Development:

                                   (i) relates to the business of the Company,
                           or

                                   (ii) relates to the actual or demonstrable
                           anticipated research or development of the Company,
                           or

                                   (iii) results from any work performed by the
                           Individual for the Company.

                           (d) Individual agrees to execute all documents
                  reasonably requested by the Company to assist the Company in
                  perfecting or protecting any or all of its rights in the New
                  Developments.



                                      B-3
<PAGE>   16

                   5.    Duty Upon Termination of Employment or Contract.

                           (a) Upon termination of employment or contract with
                  the Company for any reason, Individual agrees to deliver to
                  the Company all writings, designs, documents, records, data,
                  memoranda, computer source code listings, file layouts, record
                  layouts, system design information, models, manuals,
                  documentation, notes and other material of any nature in
                  his/her possession or control and which are or contain
                  Confidential Information.

                           (b) Individual further agrees to retain in the
                  strictest confidence any Confidential Information learned or
                  acquired during the term of employment or contract unless and
                  until such information has been made generally available to
                  the trade other than by breach of this Agreement.

                  6. Other Agreements. Individual represents and warrants that,
         to the best of his/her knowledge, executing this Agreement and
         performing services for the Company will not be in violation of any
         other contract, agreement, or understanding to which he/she is a party.

                  7. Severability. Should a court determine that any provision
         in this Agreement is illegal or unenforceable, such determination shall
         solely affect such provision and shall not impair the remaining
         provisions of this Agreement.


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


         GET DIGITAL SMART.COM, INC.                         INDIVIDUAL


         By:/s/ Judith A. Norton                     By: /s/ Thomas A. Daniel
            -------------------------                    --------------------
         Title: Senior Vice President



                                      B-4