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Docucorp International Employment Agreement
  WITNESSETH:
 1. Recitals.
 2. Employment.
 3. Term.
 a.
    
    The term of this Agreement shall commence on the date hereof and shall continue
until terminated by either party as provided in this Paragraph 3. This Agreement may
be terminated by either party at any time by giving to the other party two weeks
advance notice of termination. In the event the Company exercises its right to
terminate Executive without cause (as described in paragraph b)or the Executive
exercises his right to terminate employment for good reason (as described in
paragraph c),Executive is entitled to compensation as provided in paragraph 12.
Executive specifically recognizes and agrees that no present or future oral or written
statements by the Company or any officer or agent of the Company shall in any way limit
or restrict the Companys right to terminate Executives employment as provided in the
immediately preceding sentence, unless the Company shall agree in writing to an
amendment of this Paragraph 3 and, in such writing, the Company shall specifically note
its intention to amend its rights as contained in this Paragraph 3.




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b.
    
    Notwithstanding anything to the contrary contained in this Agreement, the
Company shall have cause to terminate this Agreement without any prior notice to
Executive, in the event of: (i)Executives conviction of, or pleading guilty or no
contest to, a felony or misdemeanor involving dishonesty or moral turpitude; (ii)
Executive materially fails to perform Executives duties and obligations under this
Agreement; (iii) Executives commission of a fraudulent or dishonest act in connection
with employment by the Company or misappropriation of Company property; (iv)
Executives death or inability, as a result of a physical or mental condition
impairment, to perform the essential functions of Executives job for a period of more
than six months; (v) Executives use or possession of illegal drugs or performing
duties for the Company while under the influence of alcohol, in violation of the
Companys Drugs and Alcohol policy, but excluding consumption of alcohol in the course
of business-related social functions ; (vi)any act or failure to act by Executive
which materially injures the reputation, business or business reputation of the Company
or any affiliated entity; or (vii) Executives gross negligence or willful misconduct
in the performance of Executives duties for the Company. Notwithstanding the
foregoing, the reason for termination listed in b(ii) of this Paragraph 3 shall not
constitute cause unless the Company first gives Executive written notice describing
in reasonable detail the action, failure to act or other circumstance that the Company
reasonably believes constitutes cause and Executive fails to cure such action,
failure to act or circumstance within thirty (30) days after delivery of such notice.c.
    
    For purposes of this Agreement, the term good reason means any of the
following actions if taken without Executives prior written consent: (i) any material
failure by the Company to comply with its obligations under this Agreement; (ii) any
demotion of Executive as evidenced by a material reduction in Executives
responsibilities, duties, supervisory reporting relationship, compensation, or
benefits; or (iii) the relocation of the Executives place of business to a location 50
miles or more from the current location.
 4. Performance of Duties.
 5. Compensation.
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6. Ownership of Assets.
 a.
    
    in the preparation or performance of Company business by Executive; orb.
    
    in the delivery or transportation of said items to a current or prospective
customer for documented Company business purposes.
 7. Training/Confidential Information.
 a.
    
    Software or other technology developed by Docucorp and any research data or
other documentation related to the development of such software/technology;b.
    
    Customer lists and prospect lists developed by Docucorp;c.
    
    Information regarding Docucorps customers including but not limited to, work
performed for customer, customer contracts, customer requirements and needs, data used
by Docucorp to formulate customer bids, customer financial information, and other
information regarding the customers business;d.
    
    Information related to Docucorps business, including but not limited to
marketing strategies and plans, sales procedures, operating policies and
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procedures, pricing and pricing strategies, business plans, sales, profits, and
other business and financial information of the Company;e.
    
    Training materials developed by and utilized by Docucorp;f.
    
    Any other information which Executive may acquire as a result of employment
with Docucorp and which Executive has a reasonable basis to believe that Docucorp would
not want disclosed to a business competitor or to the general public; andg.
    
    Any other information or document marked by the Company as Confidential or
Proprietary Information.
  8. Non-Disclosure of Confidential Information.
 9. Return of Company Property and Information. .
 10. Restrictive Covenant.
 a.
    
    Directly or indirectly engage in (defined below) a Competing Business (defined
below) within a Restricted Area (defined below). For purposes of this Agreement,
Executive shall be deemed to engage in a business if Executive directly or indirectly,
engages or invests in, owns, manages, operates, controls or participates in the
ownership, management, operation or control of, is employed by, or associated or in any
manner connected with, or renders services or advice
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to any Competing Business; provided, however, that Executive may invest in stock of
a Competing Business so long as the investment does not exceed 5% of the outstanding
capital stock of such enterprise. For purposes of this Agreement, a Competing
Business is one which provides to its customers the same or substantially similar
products and services as those provided by the Company during Executives
employment, including but not limited to (1) forms creation; (2) document
automation, content assembly and management; (3) document management; and (4)
archival as such processes pertaining to (i) software; (ii) professional services;
and (iii) ASP (Application Service Provider) services. Because of the highly
confidential and sensitive financial information to be provided to Executive as the
Companys Chief Financial Officer, such going to the very core of its finances,
plans and strategies, the Restricted Area for purposes of this Agreement is the
entire United States of America.
 b.
    
    Directly or indirectly solicit business from, attempt to do business with or do
business with any Customer (defined below) of the Company which Executive called on,
serviced, did business with, had significant contact with or acquired Confidential
Information from during employment with the Company. For purposes of this Agreement,
Customer means any person or entity for whom the Company performed services, or any
person or entity that purchased or received products from the Company or any person or
entity whom the Company was actively soliciting as a purchaser of its products or
services within the lesser of (i) the twelve month period immediately prior to the
termination of Executives employment with the Company; or (ii) the period Executive
was an employee of the Company.c.
    
    Directly or indirectly hire, attempt to hire, or solicit any employee of the
Company to accept employment elsewhere.
 11. Intellectual Property.
 a.
    
    Inventionsmeans any trade secret, invention, mask work, idea, process,
formula, source and object code, data, program, other work of authorship, know-how,
improvement, discovery, development, trademark, design or technique. Proprietary
Rightsmeans all trade secret, patent, copyright, mask work, trademark and other
intellectual property rights throughout the world.b.
    
    Executive hereby assigns and agrees to assign in the future (when any such
Inventions or Proprietary Rights are first conceived, reduced to practice, or first
fixed in a tangible medium, as applicable) to the Company (or such other party as
designated by the Company) all Executives right, title and interest in and to any and
all Inventions (and all Proprietary Rights) whether or not patentable or registrable
under copyright or similar statutes, made or conceived or reduced to practice or
learned by Executive, either solely or jointly with others, that (i) are developed or
created by Executive and first conceived, reduced to practice, or first fixed in a
tangible medium, as applicable, during the period of Executives employment with the
Company and for a period of six (6) months thereafter, and
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Company Inventions.
 c.
    
    During the period of Executives employment and for six (6) months after
termination of Executives employment with the Company, Executive will promptly
disclose to the Company fully and in writing all Inventions authored, conceived or
reduced to practice by Executive, either alone or jointly with others. In addition,
Executive will promptly disclose to the Company all patent applications filed by
Executive or on Executives behalf within a year after termination of employment.d.
    
    Executive acknowledges that all Company Inventions, which are original works of
authorship made by Executive (solely or jointly with others) within the scope of
Executives employment and which are protectable by copyright, are works made for
hire, pursuant to United States Copyright Act (17 U.S.C., Section 101), consisting
either of a work prepared by an employee within the scope of his or her employment, or
of certain works specially ordered or commissioned by another.e.
    
    Executive will, at the Companys expense, assist the Company in every proper
way to obtain, and from time to time enforce, United States and foreign Proprietary
Rights contained in Company Inventions in any and all countries. To that end,
Executive will, at Companys expense, execute, verify and deliver such documents and
perform such other acts (including appearances as a witness) as the Company may
reasonably request for use in applying for, obtaining, perfecting, evidencing,
sustaining and enforcing such Proprietary Rights relating to Company Inventions and the
assignment thereof. In addition, Executive will, at Companys expense, execute, verify
and deliver assignments of such Proprietary Rights contained in Company Inventions to
the Company or its designee. Executives obligation to assist the Company with respect
to Proprietary Rights relating to such Company Inventions in any and all countries
shall continue beyond the termination of employment.
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f.
    
    Executive agrees to keep and maintain adequate and current records that may be
required by the Company (in the form of notes, sketches, drawings and in any other
form) of all Company Inventions made or developed by Executive during the period of
Executives employment at the Company, which records shall be available to and remain
the sole property of the Company at all times.
 12. Effect of Termination on Compensation.
 a.
    
    In the event of the termination of Executives employment by the Executive
through resignation (other than a resignation for good reason, which is addressed
below) or by the Company with cause, Executive shall be entitled to the sum of the (a)
base salary earned by Executive but unpaid through the date of termination as provided
for in paragraph 5 of this Agreement, and (b) the cash equivalent of any accrued but
unused vacation as provided for in paragraph14, but Executive shall not be entitled to
any further compensation as of the date of termination.
  b.
    
    In the event Executives employment is terminated involuntarily by the Company,
without cause or by Executive with good reason, and provided that Executive elects
continued health insurance coverage for himself, his dependents or combination thereof,
through a group health plan maintained by the Company or an affiliate of the Company
pursuant to COBRA or similar or successor statute, the Company will pay the monthly
COBRA contributions for such health insurance coverage, as they may be amended from
time to time (less an amount equal to the premium contribution paid by active Company
employees for the same or similar coverage), during the 12-month period subsequent to
termination; provided, however, that if at any time Executive becomes covered by a
group health insurance plan through subsequent employment, the Companys health
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benefit obligations shall immediately cease, and the Company shall have no further
obligation to make COBRA contributions as provided herein.
 c.
    
    Notwithstanding anything to the contrary in this Agreement, (i) if upon the
date of Executives termination of employment with the Company, Executive is a
specified employee within the meaning of Section 409A of the Internal Revenue Code of
1986, as amended (the Code), and the deferral of any amounts otherwise payable under
this Agreement as a result of Executives termination of employment is necessary in
order to prevent any accelerated or additional tax to Executive under Section 409A of
the Code, then the Company will defer the payment of any such amounts hereunder until
the date that is six months following the date of Executives termination of employment
with the Company at which time any such delayed amounts will be paid to Executive in a
single lump sum, with interest from the date otherwise payable at the prime rate as
published in The Wall Street Journal on the date of Executives termination of
employment with the Company, and (ii) if any other payments of money or other benefits
due to Executive hereunder could cause the application of an accelerated or additional
tax under Section 409A of the Code, such payments or other benefits shall be deferred
if deferral will make such payment or other benefits compliant under Section 409A of
the Code.
 13. Withholding From Final Pay.
 14. Employment Benefits.
 15. Reimbursement of Expenses.
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16. Assignment.
 17. Severability.
 18. Miscellaneous.
 a.
    
    Whether or not specifically required under the terms of this Agreement, each
party hereto shall execute and deliver such documents and take such further and other
action as shall be necessary in order for such parry to perform all of its/his
obligations specified herein or reasonably implied from the terms hereof.b.
    
    This Agreement is made in the State of Texas, and shall be governed by and
construed under the laws of the State of Texas.c.
    
    This Agreement is performable in, and venue of any action related or pertaining
to this Agreement shall lie in, Dallas County, Texas.d.
    
    This Agreement contains the entire understanding and agreement of the parties
with respect to the subject matter hereof, and may not be altered, amended or
rescinded, nor may any of its provisions be waived, except by an instrument in writing
signed by the parties hereto, or in the case of an asserted waiver, by the party
against whom the waiver is sought to be enforced.e.
    
    Failure by either party to this Agreement to enforce strict performance by the
other party of any term or provision of this Agreement shall not be construed as a
waiver of such term or provision, nor shall such failure deprive either party of the
right thereafter to require strict compliance with any such term or provision.f.
    
    The captions of this Agreement are for convenience or reference only and shall
not be considered in determining the legal effect of any term or provision of this
Agreement.g.
    
    If the Company brings action to enforce any of the restrictions in paragraphs
8-10 of this Agreement and prevails in any such action, the Company shall be entitled
to recover from Executive, in addition to all remedies available at law or in
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equity, reasonable attorneys fees and costs incurred by the Company in enforcing
the terms of this Agreement. Additionally, any period or periods of breach of
paragraph 10 of this Agreement shall not count towards the two (2) year restriction,
but shall instead be added to the restrictive period.
 h.
    
    The Company shall have the right to collect sums now or hereafter owed to it by
Executive by offset against compensation or other sums payable by the Company to
Executive or by any other lawful means.i.
    
    The terms of this Agreement have been designed to comply with the requirements
of Section 409A of the Code, as amended, where applicable, and shall be interpreted and
administered in a manner consistent with such intent.j.
    
    (1) In the event it shall be determined that any of the payments or
distributions made, or benefits provided, by the Company or its affiliates to or for
the benefit of the Executive (whether paid or payable or distributed or distributable
or provided pursuant to the terms of this Agreement, or the Restricted Stock Grant
Agreement provided for in Section 5 hereof, or any other plan, arrangement or agreement
with the Company or its affiliates) are contingent upon a Change in Control (as defined
below) (the Total Payments) would constitute a parachute payment as defined in
Section 280G of the Code and would be subject to the excise tax imposed under Section
4999 of the Code (the Excise Tax), then, so long as the Excess Amount (as defined
below) is one hundred thousand dollars ($100,000.00) or less, the Total Payments shall
be reduced so that the aggregate present value of all payments in the nature of
compensation to (or for the benefit of) the Executive which are contingent on a Change
in Control (which shall mean a change in the ownership or effective control of the
Company or the ownership of a substantial portion of its assets pursuant to Code
Section 280G(b)(2)(A)) is One Dollar ($1.00) less than the amount which the Executive
could receive without being considered to have received any parachute payment (the
amount of the reduction provided herein is referred to herein as the Excess Amount,
and the amount of Total Payments payable after reduction by the Excess Amount is
referred to herein as the Capped Amount). The Accounting Firm referred to in Section
j.(3) shall furnish the Executive with an opinion that he or she has substantial
authority not to report any Excise Tax on his or her federal income tax return. The
definition of Change in Control set out herein shall only be used in application of
this Section 18j.
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(i)
    
    give the Company any information reasonably
requested by the Company relating to such claim,
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(ii)
    
    take such action in connection with contesting
such claim as the Company shall reasonably request in writing from time
to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the
Company,(iii)
    
    cooperate with the Company in good faith in
order to effectively contest such claim,(iv)
    
    permit the Company to participate in any
proceedings relating to such claim, provided, however, that the Company
shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax, including interest
and penalties with respect thereto, imposed as a result of such
representation and payment of costs and expenses. Without limitation
on the foregoing provisions of this Section j.(4), the Company shall
control all proceedings taken in connection with such contest and, at
its sole option, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a refund, or
contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however,
that if the Company directs the Executive to pay such claim and sue for
a refund, the Company shall advance the amount of such payment to the
Executive, on an interest-free basis and shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax or
income tax, including interest or penalties with respect thereto,
imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and further provided that any
extension of the statute of limitations relating to payment of taxes
for the taxable year of the Executive with respect to which such
contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Companys control of the contest
shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive shall be entitled to
settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.
 (5)(i)
    
    If, after the receipt by the Executive of an amount
advanced by the Company pursuant to Section j.(4), the Executive becomes
entitled to receive any refund with respect to such claim, the Executive shall
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(subject to the Companys complying with the requirements of Section
j.(4)) promptly pay to the Company the amount of such refund (together
with any interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by the Executive of an amount advanced
by the Company pursuant to Section j.(4), a determination is made that
the Executive shall not be entitled to any refund with respect to such
claim and the Company does not notify the Executive in writing of its
intent to contest such denial of refund prior to the expiration of thirty
days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall
offset, to the extent thereof, the amount of any Gross-Up Payment
required to be paid as provided in this Subsection j.(5)(iii) hereof.
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DOCUCORP INTERNATIONAL, INC.ByMichael D. Andereck, President and CEOJ. Robert Gary, Executive Printed Name and Address:
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