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                                                                    Exhibit 10.1


                                                              April 30, 2001

Jonathan Schull


Dear Jonathan:

         SoftLock.com, Inc. (the "Company") makes the following offer to you in
recognition of your past service to the Company and your agreement to act as the
President and Chief Executive Officer of the Company:

         1.       The Company shall pay you a monthly salary of fourteen
                  thousand five hundred eighty-three and 33/100 dollars
                  ($14,583.33).

         2.       The Company shall continue to provide to you all of the
                  benefits that you currently receive as an employee of the
                  Company for so long as the Company's benefit plans remain
                  available to the Company, and the Company shall use
                  commercially reasonable efforts to continue such benefit plans
                  for the duration of your employment.

         3.       You hereby agree that the Company has no obligations to you
                  for compensation or benefits other than for the compensation
                  and benefits that are described herein. You hereby waive all
                  claims against the Company for compensation and benefits other
                  than those claims relating to the compensation and the
                  benefits that the Company has agreed to provide to you herein.

         4.       You agree to act as the President and Chief Executive Officer
                  for a term (the "Term") of thirty (30) days, after which your
                  employment as President and Chief Executive Officer will be
                  at-will. You agree to serve on the Board of Directors of the
                  Company for so long as you remain employed by the Company in
                  any capacity.

         5.       The Company will continue to indemnify you as a director and
                  executive officer of the Company consistent with the Company's
                  by-laws. The Company agrees to make its best efforts to cause
                  the Company's Certificate of Incorporation to be amended to
                  add the language contained in EXHIBIT A attached hereto. The
                  Company shall make all commercially reasonable efforts to
                  obtain director and officer insurance. The Company shall not
                  be obligated to purchase such insurance other than at
                  commercially reasonable rates. The Company shall purchase the
                  extension of the current director and officer insurance
                  policy.

         6.       The Company shall pay you on the first business day following
                  the signing of the Letter of Intent, an amount of one hundred
                  fifty thousand dollars ($150,000). In consideration therefor,
                  you hereby waive all claims against the Company for
                  compensation and benefits other than those claims relating to
                  the compensation and the benefits that the Company has agreed
                  to provide to you herein.

         7.       The Company will cancel or otherwise terminate that certain
                  non-recourse promissory note (the "Note") from you to the
                  Company, dated June 22, 1996, in the principal amount of two
                  hundred fifty-five thousand nine hundred twenty dollars
                  ($255,920), plus any accrued interest. You hereby agree that
                  all of the shares that secure the Note will be delivered to
                  the Company and cancelled in consideration of the cancellation
                  or termination of said Note. The Company will endeavor in good
                  faith to structure this transaction to maximize the tax
                  efficiencies for you so long as they do not adversely affect
                  the Company.

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         8.       Consistent with the recommendations of the Company's legal
                  advisors and with the consent of all of the Company's
                  preferred shareholders, as required, the Company will
                  establish an executive incentive compensation plan that will
                  provide a mutually agreeable equity or cash incentive to
                  operate the Company, or sell, liquidate or develop the value
                  of the assets of the Company at their maximum value.

         9.       The Company will use its reasonable best efforts to obtain all
                  necessary consents from creditors, preferred shareholders or
                  any other parties to which it may be bound, in order to
                  effectuate the terms hereof.

         10.      You hereby acknowledge that you are party to a non-competition
                  and non-disclosure agreement with the Company and that you
                  continue to remain bound by that agreement.

         11.      As President and Chief Executive Officer, you will have
                  day-to-day control of the Company, subject to the supervision
                  of the Company's Board of Directors.


         If you agree to the terms stated above, please sign below.


                                                /s/ JONATHAN SCHULL
                                                -------------------
                                                Jonathan Schull

SOFTLOCK.COM, INC.


/s/ SCOTT W. GRIFFITH
---------------------
By: Scott W. Griffith
President and Chief Executive Officer