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                                                                 EXHIBIT 10.37.2

                              AMENDED AND RESTATED
                        RESTRICTED STOCK AWARD AGREEMENT

                                [Conformed Copy]

To: Wayne Irwin    Date of Grant: October 30, 2000    Number of Shares: 170,000


         You and Aperian, Inc., a Delaware company (the "Company"), are parties
to a Restricted Stock Award Agreement dated October 30, 2000 (the "Prior
Agreement") under which the Company granted you an award (the "Award")
consisting of an aggregate of 245,000 shares (the "Restricted Shares") of the
Company's authorized Common Stock, par value $.01 per share, subject to the
terms and conditions set forth in the Prior Agreement and the Aperian, Inc. 2000
Stock Option Plan as restated (the "Plan"). You and the Company have agreed to
certain modifications to the Award, and are entering into this Agreement (this
"Agreement") with respect thereto. Simultaneously with, and as an additional
inducement to, your entering into this Agreement, the Company is awarding you
options to purchase 242,900 shares of the Company's authorized Common Stock.

         This Agreement sets forth the terms of the agreement between you and
the Company with respect to the Restricted Shares and amends, supercedes and
restates the Prior Agreement. By accepting this Agreement, you agree to be bound
by all of the terms hereof.

         1. DEFINITIONS. As used in this Agreement, the following terms have the
meanings set forth below:

              (a) "Award" has the meaning set forth in the first paragraph of
this Agreement.

              (b) "Board of Directors" means the board of directors of the
Company.

              (c) "Business Day" means any day other than a Saturday, a Sunday
or a day on which banking institutions in the State of Texas are authorized or
obligated by law or executive order to close.

              (d) "Cause" means any of the following: (i) your willful failure
to substantially perform your duties under the employment agreement, if any,
entered into between you and the Company (the "Employment Agreement") without
legal cause, other than any such failure resulting from your incapacity due to
physical or mental illness or Disability; (ii) your engaging willfully in any
action which, or omitting to engage in any action the omission of which, you
know or should know is, or is reasonably expected to be, substantially injurious
(monetarily or otherwise) to the Company or its business or reputation; (iii)
your performance of any illegal conduct or act or omission constituting serious
dishonesty that results, directly or indirectly, in significant gain or
enrichment of your or your affiliates at the expense of the Company or which
adversely affects, or reasonably could in the future adversely affect, your
value, reliability, or performance in a material manner; or (iv) any deliberate
breach by you of any material obligation under your employment agreement which
relates to the preservation of


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confidential information, disclosure of Company contact information, the
nonsolicitation of Company employees or consultants, or the disclosure or
assignment of the acquisition or development of intellectual property. Whether
an event or circumstance constituting Cause exists will be determined in good
faith by the Board of Directors, but only if such determination is approved by
at least two-thirds of the members of the Board of Directors, after you have
been given written notice by the Company of the specific reason for such
termination and an opportunity, together with counsel, to be heard before the
Board of Directors. A member of the Board of Directors may participate in any
hearing that is required pursuant to Section 1 of this Agreement by means of
conference telephone or similar communications equipment by means of which all
persons participating in the hearing can hear and speak to each other; provided,
however, that at least one-half of the members of the Board of Directors (in
addition to you) shall attend the hearing in person. If the Company determines
that Cause for termination exists pursuant to Section 1(d)(i) of this Agreement,
the Company shall notify you of that belief, and that notice shall describe the
event or circumstance believed to constitute Cause for termination. If that
event or circumstance may reasonably be remedied or corrected, you shall have
thirty (30) days to effect that correction or remedy. If not corrected or
remedied within that thirty (30) day period (as determined by at least
two-thirds of the members of the Board of Directors after opportunity for a
hearing as described in this Section 1), Cause for termination shall immediately
be deemed to exist and your employment shall be terminated. If the Company
determines, as provided above, that Cause for termination exists under Sections
1(d)(ii)-(iv) of this Agreement, the Company shall notify you of that belief and
that notice shall constitute immediate termination of your employment.

              (e) "Change in Control" shall mean the first to occur of the
following events: (i) any sale, lease, exchange, or other transfer (in one
transaction or series of related transactions) of all or substantially all of
the assets of the Company to any Person or group of related Persons for purposes
of section 13(d) of the Exchange Act; (ii) a majority of the Board of Directors
shall consist of Persons who are not Continuing Directors; (iii) the acquisition
after the date of this Agreement by any Person or group of Persons of the power,
directly or indirectly, to vote or direct the voting of securities having more
than 50% of the ordinary voting power for the election of directors of the
Company; or (iv) the approval by the shareholders of the Company of a merger or
consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or such surviving entity's parent) at least fifty percent (50%)
of the total voting power represented by the voting securities of the Company or
such surviving entity or such surviving entity's parent outstanding immediately
after such merger or consolidation.

              (f) "Change in Control Price" means the Common Stock price
established, in connection with a Change in Control, under an applicable
following scenario: (i) the per share price offered to holders of the Common
Stock of the Company in any such merger or consolidation; (ii) the per share
value of the Common Stock immediately before the Change in Control without
regard to assets sold in the Change in Control and assuming the Company has
received the consideration paid for the assets in the case of a sale of the
assets; (iii) the amount distributed per share of Common Stock in a dissolution
transaction; or (iv) the price per share offered to holders of the Common Stock
of the Company in any tender offer or exchange offer



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whereby a Change in Control takes place. In the event that the consideration
offered to stockholders of the Company in any transaction described in this
Section 1(f) consists of anything other than cash, the Committee shall determine
the fair cash equivalent of the portion of the consideration offered which is
other than cash.

              (g) "Committee" shall mean the committee or sub-committee
established by the Board of Directors to administer part or all of the Plan.

              (h) "Common Stock" means the common stock, par value $.01 per
share, of the Company.

              (i) "Continuing Director" shall mean, as of the date of
determination, any Person who (i) was a member of the Board of Directors on the
date of this Agreement, or (ii) was nominated for election or elected to the
Board of Directors with the affirmative vote of a majority of the Continuing
Directors who were members of the Board of Directors at the time of such
nomination or election.

              (j) "Date of Grant" means October 30, 2000.

              (k) "Disability" shall have the meaning given it in any employment
agreement between you and the Company; provided, however, that if you do not
have an employment agreement, "Disability" shall mean your permanent and total
disability, which shall be deemed to exist if you are reasonably unable to
perform your employment duties because of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for at least ninety (90) consecutive days; provided
that, the existence of any Disability shall be determined by the Board of
Directors or an authorized committee or representative thereof
("Representative"), in its sole and absolute discretion, upon receipt of
competent medical advice from a qualified physician selected by or acceptable to
the Board of Directors or its Representative; provided, further that, you shall,
if there is any question about your Disability, submit to a physical examination
by a qualified physician selected by the Board of Directors or its
Representative.

              (l) "Employee" means any employee of the Company or of any of its
Subsidiaries, including officers and directors of the Company who are also
employees of the Company or of any of its Subsidiaries.

              (m) "Exchange Act" means the Securities Exchange Act of 1934.

              (n) "Fair Market Value" shall, as it relates to the Common Stock,
mean, notwithstanding anything in the Plan to the contrary, the closing price of
such shares of Common Stock as reported on the principal national securities
exchange on which the shares of Common Stock are then listed or the NASDAQ
National Market, as applicable, on the Business Day preceding the date specified
herein for such a determination, or if there were no sales on such preceding
date, on the prior immediately preceding day on which there were sales, or if
such Common Stock is not listed on a national securities exchange or the NASDAQ
National Market, the last reported bid price in the over-the-counter market, or
if such shares are not traded in the over-the-counter market, the per share cash
price for which all of the outstanding shares of Common Stock could be sold to a
willing purchaser in an arms length transaction (without




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regard to minority discount, absence of liquidity, or transfer restrictions
imposed by any applicable law or agreement) as of the Business Day preceding the
date of the event giving rise to a need for a determination.

              (o) "Good Reason" means any of the following: (i) a significant
reduction in the nature or scope of your authorities or duties from those
customarily performed by persons acting in the capacity of chief operating
officer, (ii) a change in your reporting relationship so that you reports to
anyone other than the Board of Directors or the Chief Executive Officer of the
Company, (iii) a reduction in your annual base salary or target opportunity
under any applicable bonus or incentive compensation plan or arrangement, (iv) a
diminution in your eligibility to participate in bonus, stock option, incentive
award and other compensation plans which provide opportunities for compensation
which are at least equivalent to the opportunities afforded by the Company
(including its subsidiaries) to its senior executives; (v) a diminution in
employee benefits (including but not limited to medical, dental, life insurance,
and long-term disability plans) and perquisites applicable to you from the
employee benefits and perquisites provided by the Company (including its
subsidiaries) to its most senior executives; or (vi) a change, without your
consent, in the location of your principal place of employment by the Company by
more than 50 miles from the location where you were principally employed prior
to such change. If you determine that an event constituting Good Reason has
occurred, you shall notify the Company and the Chairman of the Compensation
Committee of the Board of Directors of that belief, which notice shall set forth
the bases for that belief. The Company shall have 30 days after receipt of such
notice in which to either rectify such event to your reasonable satisfaction or
determine that an event constituting Cause exists. If the Company does not take
either of such actions within such 30-day period, you may terminate your
employment for Good Reason immediately by giving written notice to the Company.

              (p) "Non-Surviving Event" means the occurrence of one or both of
the following:

                            (i) the merger or consolidation of the Company with
              any Person, whether effected as a single transaction or a series
              of related transactions, with (A) the Company not being the
              continuing or surviving entity of that merger or consolidation or
              (B) the Company remaining the continuing or surviving entity of
              that merger or consolidation but all or a part of the outstanding
              shares of stock are changed into or exchanged for stock or other
              securities of any other Person or the Company, cash, or other
              property; or

                            (ii) the transfer, directly or indirectly, of all or
              substantially all of the assets of the Company (whether by sale,
              merger, consolidation, liquidation, or otherwise) to any Person,
              whether effected as a single transaction or a series of related
              transactions.

              (q) "Person" means any person or entity of any nature, whatsoever,
specifically including an individual, a firm, a company, a partnership, a trust,
or other entity.

              (r) "Subsidiary" means, with respect to any Person, any company,
limited partnership, limited liability company or other entity of which a
majority of the voting power of the voting equity securities or equity interest
is owned, directly or indirectly, by that Person.



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         2. ESCROW OF RESTRICTED SHARES. The Company shall issue in your name a
certificate or certificates representing the Restricted Shares and retain that
certificate or those certificates until the restrictions on such Restricted
Shares expire as described in Sections 5, 6, 8, 9 and 10 of this Agreement or
the Restricted Shares are forfeited as contemplated in Sections 4 and 8 of this
Agreement. You shall execute one or more stock powers in blank for those
certificates and deliver those stock powers to the Company. You hereby agree
that the Company shall hold the certificate or certificates representing the
Restricted Shares and the related stock powers pursuant to the terms of this
Agreement until such time as such certificate or certificates are either
delivered to you or canceled pursuant to this Agreement.

         3. OWNERSHIP OF RESTRICTED SHARES. From and after the time that a
certificate or certificates representing the Restricted Shares has been issued
in your name, you will be entitled to all the rights of absolute ownership of
the Restricted Shares, including the right to vote those shares and to receive
dividends thereon if, as, and when declared by the Board of Directors, subject,
however, to the terms, conditions and restrictions set forth in this Agreement.

         4. RESTRICTIONS; FORFEITURE. The Restricted Shares are restricted in
that they may not be sold, transferred or otherwise alienated or hypothecated
until such restrictions are removed or expire as described in Section 5, 6, 8, 9
or 10 of this Agreement. The Restricted Shares are also subject to forfeiture at
the Company's election as set forth in this Agreement if your employment with
the Company is terminated on or prior to October 30, 2002 (either by you or by
the Company), subject to the provisions set forth in Sections 5, 6, 8, 9 and 10
of this Agreement. You hereby agree that if the Restricted Shares are forfeited
as provided in this Section 4, the Company shall have the right to deliver the
certificate(s) representing the Restricted Shares to the Company's transfer
agent for cancellation or, at the Company's election, for transfer to the
Company to be held by the Company in treasury or any designee of the Company.

         5. EXPIRATION OF RESTRICTIONS AND RISK OF FORFEITURE. The restrictions
on all of the Restricted Shares granted pursuant to this Agreement will expire
on October 30, 2002, provided, however, that such restrictions will expire on
that date only if you have been an Employee continuously from the Date of Grant
through October 30, 2002. The Company may, in its discretion, prospectively
reduce the restriction period applicable to the Restricted Shares and the period
during which the Restricted Shares may be forfeited as contemplated in Section 4
of this Agreement.

         6. PERFORMANCE TARGETS. Notwithstanding any other provision of this
Agreement, any portion of the Award which has not expired shall become
nonforfeitable according to the following schedule:

              (a) 20% of the Award shall be accelerated and become
nonforfeitable if the Common Stock attains a Fair Market Value of at least $4
per share for a period of no less than 30 consecutive days;

              (b) an additional 40% of the Award shall be accelerated and become
nonforfeitable if the Common Stock attains a Fair Market Value of at least $8
per share for a period of no less than 30 consecutive days; and



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              (c) the final 40% of the Award shall be accelerated and become
nonforfeitable if the Common Stock attains a Fair Market Value of at least $12
per share for a period of not less than 30 consecutive days.

All Common Stock prices in this Section 6 shall be adjusted as provided in
Section 7.

         7. ADJUSTMENT PROVISIONS.

              (a) ADJUSTMENT OF AWARD. Except as otherwise contemplated in
Section 7(b), in the event that, by reason of any merger, consolidation,
combination, liquidation, reorganization, recapitalization, stock dividend,
stock split, split-up, split-off, spin-off, combination of shares, exchange of
shares or other like change in capital structure of the Company (collectively, a
"Reorganization"), the Common Stock is substituted, combined, or changed into
cash, property, or other securities, or the shares of Common Stock is
substituted, combined, or changed into a greater or lesser number of shares of
Common Stock, the number and/or kind of shares and/or interests subject to the
Award and the per share price or value thereof shall be appropriately adjusted
by the Committee to give appropriate effect to such Reorganization. Any
fractional shares or interests resulting from such adjustment shall be
eliminated.

              (b) CERTAIN CHANGES IN CONTROL. If a Change in Control shall occur
and such Change in Control constitutes a Non-Surviving Event, the Committee
shall (i) accelerate, to the Change in Control date, the time at which the Award
will become nonforfeitable and shall cause the Company to purchase the
accelerated portion of the Award at a price equal to the Change in Control Price
multiplied by the number of shares of Common Stock subject to the Award,
provided that in connection with the Change in Control shares of a Person
subject to 12(b) or 12(g) of the Exchange Act (a "Public Entity") are not
issuable or deliverable in exchange for Common Stock in whole or in part or (ii)
if a Public Entity remains following the Change in Control and as part of such
Non-Surviving Event shares of the Public Entity are issuable or deliverable, in
whole or in part, in exchange for Common Stock, then the Award shall thereafter
entitle you to that number of shares of stock of the Public Entity, other
securities, cash or property which a holder of the number of shares of Common
Stock subject to the Award would be entitled to in connection with the Change in
Control.

         8. TERMINATION OF EMPLOYMENT.

              (a) VOLUNTARY TERMINATION OTHER THAN FOR GOOD REASON AND
TERMINATION FOR CAUSE. Subject to Sections 5 and 6, if your employment
relationship with the Company or any of its Subsidiaries is terminated
voluntarily, except in the case of termination for Good Reason, or is terminated
by the Company for Cause, then that portion, if any, of this Award for which
restrictions have not lapsed as of the date of termination shall become null and
void; provided, however, that the portion, if any, of this Award for which
restrictions have expired as of the date of such termination shall survive such
termination.

              (b) VOLUNTARY TERMINATION FOR GOOD REASON OR INVOLUNTARY OTHER
THAN TERMINATION FOR CAUSE. Subject to Sections 5 and 6, if your employment
relationship with the Company or any of its Subsidiaries is voluntarily
terminated for Good Reason or is terminated



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by the Company other than for Cause, then the restriction period for the
Restricted Shares shall immediately be accelerated and the restrictions shall
expire.

         9. DEATH. Upon your death, the restriction period of the Restricted
Shares shall immediately be accelerated and the restrictions shall expire.

         10. DISABILITY. If your employment relationship is terminated by reason
of your Disability, then the restriction period of the Restricted Shares shall
immediately be accelerated and the restrictions shall expire.

         11. LEAVE OF ABSENCE. With respect to the Award, the Company may, in
its sole discretion, determine that if you are on leave of absence for any
reason you will be considered to still be in the employ of the Company, provided
that rights to the Restricted Shares during a leave of absence will be limited
to the extent to which those rights were earned or vested when the leave of
absence began.

         12. DELIVERY OF CERTIFICATES OF STOCK. Promptly following the
expiration of the restrictions on the Restricted Shares as contemplated in
Sections 5, 6, 8, 9 and 10 of this Agreement, the Company shall cause to be
issued and delivered to you or your designee a certificate representing the
number of Restricted Shares as to which restrictions have lapsed, free of any
restrictive legend relating to the lapsed restrictions, upon receipt by the
Company of any tax withholding as may be requested. The value of such Restricted
Shares shall not bear any interest owing to the passage of time.

         13. CONDITIONS TO DELIVERY OF STOCK. Nothing herein shall require the
Company to issue any shares with respect to the Award if (a) that issuance
would, in the opinion of counsel for the Company, constitute a violation of the
Securities Act of 1933 or any similar or superseding statute or statutes, any
other applicable statute or regulation, or the rules of any applicable
securities exchange or securities association, as then in effect or (b) the
withholding obligation as provided in Section 19 has not been satisfied.



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         14. LEGEND REGARDING RESTRICTIONS ON TRANSFER. Each certificate
representing shares issued to you pursuant to this Agreement shall bear the
following legend with respect to the restrictions on transferability contained
in this Agreement:

         THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
         RESTRICTIONS ON TRANSFERABILITY IMPOSED BY THAT CERTAIN AMENDED AND
         RESTATED RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE REGISTERED OWNER
         HEREOF AND APERIAN, INC. DATED AS OF OCTOBER 30, 2000, AND MAY NOT BE
         SOLD, TRANSFERRED OR OTHERWISE ALIENATED OR HYPOTHECATED EXCEPT AS
         THEREIN PROVIDED. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT TO
         THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON REQUEST TO THE
         COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

         15. FURNISH INFORMATION. You agree to furnish to the Company all
information requested by the Company to enable it to comply with any reporting
or other requirement imposed upon the Company by or under any applicable statute
or regulation.

         16. REMEDIES. The parties to this Agreement shall be entitled to
recover from each other reasonable attorneys' fees incurred in connection with
the enforcement of the terms and provisions of this Agreement whether by an
action to enforce specific performance or for damages for its breach or
otherwise.

         17. INFORMATION CONFIDENTIAL. As partial consideration for the granting
of the Award hereunder, you hereby agree with the Company that you will keep
confidential all information and knowledge, except that which has been disclosed
in any public filings required by law, that you have relating to the terms and
conditions of this Agreement; provided, however, that such information may be
disclosed as required by law and may be given in confidence to your spouse, tax
and financial advisors, or to a financial institution to the extent that such
information is necessary to secure a loan. In the event any breach of this
promise comes to the attention of the Company, it shall take into consideration
that breach in determining whether to recommend the grant of any future similar
award to you, as a factor militating against the advisability of granting any
such future award to you.

         18. CONSIDERATION. No restriction on the Restricted Shares shall lapse
unless and until you have performed services for the Company or any of its
Subsidiaries that the Company believes is equal to or greater in value than the
par value of the Common Stock subject to this Award.

         19. PAYMENT OF TAXES. The Company may from time to time, in its
discretion, require you to pay to the Company (or the Company's Subsidiary if
you are an employee of a Subsidiary of the Company), the amount that the Company
deems necessary to satisfy the Company's or its Subsidiary's current or future
obligation to withhold federal, state or local income or other taxes that you
incur as a result of the Award. With respect to any required tax withholding,
you may (a) direct the Company to withhold from the shares of Common Stock to



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be issued to you the number of shares necessary to satisfy the Company's
obligation to withhold taxes, that determination to be based on the shares' Fair
Market Value at the time as of which such determination is made; (b) deliver to
the Company sufficient shares of Common Stock to satisfy the Company's tax
withholding obligations, based on the shares' Fair Market Value at the time as
of which such determination is made; or (c) deliver sufficient cash to the
Company to satisfy its tax withholding obligations. If you elect to use such a
stock withholding feature, you must make the election at the time and in the
manner that the Company prescribes. The Company may, at its sole option, deny
your request to satisfy withholding obligations through Common Stock instead of
cash. In the event the Company subsequently determines that the aggregate Fair
Market Value (as determined above) of any shares of Common Stock withheld as
payment of any tax withholding obligation is insufficient to discharge that tax
withholding obligation, then you shall pay to the Company, immediately upon the
Company's request, the amount of that deficiency.

         20. PARACHUTE PAYMENTS. In the event that any payments to you pursuant
to this Agreement or any payment received by you or paid by the Company on your
behalf is treated as contingent on a change of ownership or control of the
Company or in the ownership of a substantial portion of the assets of the
Company or any Person affiliated with the Company (but only if such payment or
other benefit is in connection with your employment relationship with the
Company) (collectively, the "Total Value") shall result in you becoming liable
for the payment of any excise taxes pursuant to section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code") ("Excise Tax"), you shall be
entitled to an additional payment equal to the amount of any Excise Taxes
payable by you pursuant to section 4999 of the Code as a result of such payments
plus all federal, state and local taxes applicable to the Company's payment of
such Excise Taxes, including any additional taxes due under section 4999 of the
Code with respect to payments made pursuant to this provision. The intent of
this Section 20 is to provide that the Company shall pay you an additional
amount (the "Gross-Up Payment") such that the net amount retained by you after
deduction: (a) of any Excise Tax imposed on the Total Value; and (b) of any
excess tax, federal, state or local income, payroll, and/or other taxes, imposed
on the Gross-Up Payment, shall equal the Total Value.

         If you determine that you are liable for an Excise Tax with respect to
a payment or other benefit, you must promptly so notify the Company in writing.
Upon receipt of such notice from you, the Company must, within twenty (20) days
thereafter, either (i) notify you, in writing, that the Company agrees with your
determination of Excise Tax liability, in which case the Company shall become
obligated to immediately pay to you the Gross-Up Payment, or (ii) submit to you
an opinion, prepared by counsel of the Company's choice which counsel is
reasonably satisfactory to you, that you are not liable for the Excise Tax (the
"Tax Opinion"). If the Tax Opinion is provided to you and you nevertheless
choose not to contest the assertion of the Excise Tax, the Company shall be
relieved of its obligation to make the Gross-Up Payment specified hereunder. If
you choose to contest the assertion of the Excise Tax after receipt of the Tax
Opinion, you may do so with counsel of your choice that is reasonably
satisfactory to the Company and the reasonable legal fees and expenses of such
contest shall be paid by the Company, on a monthly basis, subject to the
Company's receipt of proper documentation therefore. If the Excise Tax is so
contested, then the Company shall pay to you the Gross-Up Payment upon the
earlier of ten (10) days after (A) the entry of a final judgment, decree, or
other order by a court of competent jurisdiction that you are liable for the
Excise Tax, or (B) a mutual



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determination of you and the Company not to proceed further with the contest.
The Company also shall reimburse you at that time for any penalties and interest
attributable to any delay in payment of the Excise Tax that results from a
decision by you not to pay the Excise Tax liability based upon the Tax Opinion.

         If the Internal Revenue Service ("IRS") notifies you in writing that
the Excise Tax will or may be assessed against you, if the Company provides you
with the Tax Opinion specified herein, and if you choose to contest the
assertion of the Excise Tax, then the Company shall obtain and deliver to you an
irrevocable standby letter of credit (the "Letter of Credit") issued by a bank
acceptable to you and the Company in an amount equal to the amount of the
Company's potential payment obligation herein, computed as if the Excise Tax
were paid to the IRS on the date the Letter of Credit was obtained. Immediately
upon the earlier of (1) a determination letter (within the meaning of section
1313 of the Code) that you are not liable for the Excise Tax, or (2) the
Company's payment to you of the full amount of its obligation herein, you shall
mark the Letter of Credit "canceled" and return it to the Company. In lieu of
such a Letter of Credit, the Company may choose to secure its obligations
hereunder by establishing an appropriate escrow account with terms reasonably
satisfactory to you, and by depositing therein the same amount as would be
required for the Letter of Credit. The obligations contained in this Section 21
shall survive the termination or expiration of your employment with the Company
and shall be fully enforceable thereafter.

         21. RIGHT OF THE COMPANY AND SUBSIDIARIES TO TERMINATE EMPLOYMENT.
Nothing contained in this Agreement shall confer upon you the right to continue
in the employ of the Company or any Subsidiary, or interfere in any way with the
rights of the Company or any Subsidiary to terminate your employment at any
time.

         22. NO LIABILITY FOR GOOD FAITH DETERMINATIONS. The Company and the
members of the Board of Directors shall not be liable for any act, omission or
determination taken or made in good faith with respect to this Agreement or the
Restricted Shares granted hereunder.

         23. NO GUARANTEE OF INTERESTS. The Board of Directors and the Company
do not guarantee the Common Stock of the Company from loss or depreciation.

         24. COMPANY RECORDS. Records of the Company or its Subsidiaries
regarding your period of employment, termination of employment and the reason
therefor, leaves of absence, re-employment, and other matters shall be
conclusive for all purposes hereunder, unless determined by the Company to be
incorrect.

         25. COMPANY ACTION. Any action required of the Company shall be by
resolution of its Board of Directors or by a person authorized to act by
resolution of the Board of Directors.

         26. SEVERABILITY. If any provision of this Agreement is held to be
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions hereof, but such provision shall be fully severable and
this Agreement shall be construed and enforced as if the illegal or invalid
provision had never been included herein.

         27. NOTICES. Whenever any notice is required or permitted hereunder,
such notice must be in writing and personally delivered or sent by mail. Any
such notice required or



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permitted to be delivered hereunder shall be deemed to be delivered on the date
on which it is personally delivered, or, whether actually received or not, on
the third Business Day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the person who is to
receive it at the address which such person has theretofore specified by written
notice delivered in accordance herewith. The Company or you may change, at any
time and from time to time, by written notice to the other, the address which it
or he had previously specified for receiving notices.

         The Company and you agree that any notices shall be given to the
Company or to you at the following addresses:

         Company or Board of Directors:
                             Aperian, Inc.
                             1121 East 7th Street
                             Austin, Texas  78702
                             Attn: Corporate Secretary

         Holder:   At your current address as shown in the Company's records.

         28. WAIVER OF NOTICE. Any person entitled to notice hereunder may waive
such notice.

         29. SUCCESSORS. This Agreement shall be binding upon you, your legal
representatives, heirs, legatees and distributees, and upon the Company, its
successors and assigns.

         30. HEADINGS. The titles and headings of Sections are included for
convenience of reference only and are not to be considered in construction of
the provisions hereof.

         31. GOVERNING LAW. All questions arising with respect to the provisions
of this Agreement shall be determined by application of the laws of the State of
Texas except to the extent Texas law is preempted by federal law. The obligation
of the Company to sell and deliver Common Stock hereunder is subject to
applicable laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale, or delivery of such Common
Stock.

         32. WORD USAGE. Words used in the masculine shall apply to the feminine
where applicable, and wherever the context of this Agreement dictates, the
plural shall be read as the singular and the singular as the plural.

         33. THE PLAN. This Agreement is subject to all the terms, conditions,
limitations and restrictions contained in the Plan. In the event of any conflict
or inconsistency between the terms hereof and the terms of the Plan, the terms
of the Plan shall be controlling.



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<PAGE>   12


         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer on January 22, 2001 to be effective as
of the Date of Grant first above written.

                                            APERIAN, INC.


                                            By:      /s/ Peter E. Lorenzen
                                                -------------------------------
                                            Name:  Peter E. Lorenzen
                                            Title: Vice President and Secretary


ACKNOWLEDGED AND AGREED:



By:   /s/ Wayne A. Irwin
    --------------------
Name:  Wayne A. Irwin



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