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                                  EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of May 31, 2001, is made and entered into by and
between Billserv, inc., a Nevada corporation, having an office address at 1100
N.W. Loop 410, San Antonio, Texas 78213 ("Billserv " or the "Company") and the
individual named in Schedule 1 hereto, residing at the address listed in
Schedule 1 (hereinafter referred to as the "Executive").

                              W I T N E S S E T H:

WHEREAS, the Company desires to hire and retain the Executive as an Executive to
perform certain services for the Company.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and on
the attached Schedule, and for other good and valuable consideration the receipt
of which is hereby acknowledged, the Company and the Executive hereby agree as
follows:

1.        EMPLOYMENT OF EXECUTIVE.

          (a)       The Company hereby employs the Executive in the capacity and
                    for the position set forth on Schedule 1 attached hereto.
                    Executive hereby accepts such employment with the Company
                    upon the terms and conditions hereinafter set forth.
                    Executive further agrees to serve as the Chairman of the
                    Board of Directors of the Company (the "Board") during the
                    term of this Agreement.

          (b)       The duties of the Executive shall include the duties and
                    services described in Schedule 1, which duties and services
                    shall at all times be subject to the direction, approval and
                    control of the Board and shall include such other duties, as
                    may be assigned by the Board commensurate with the
                    responsibilities normally associated with Executive's
                    position.

2.        SERVICES TO BE RENDERED.

          (a)       Executive shall perform such duties as are usually performed
                    by an Executive with the position set forth in Schedule 1 of
                    a business similar in size and scope as the Company and such
                    other reasonable additional duties as may be prescribed from
                    time to time by the Company which are reasonable and
                    consistent with the Company's operations, taking into
                    account Executive's expertise and job responsibilities.
                    During the term of this Agreement, Executive agrees to
                    devote his full time and attention to the business and
                    affairs of the Company to the extent necessary to discharge
                    the responsibilities assigned to Executive and to use
                    reasonable efforts to perform faithfully and efficiently
                    such responsibilities. The Executive will use Executive's
                    best efforts to promote the interests of the Company.

          (b)       During this Agreement, it shall not be a violation of this
                    Agreement for Executive to (i) serve on corporate, civic or
                    charitable boards or committees; (ii) deliver lectures,
                    fulfill speaking engagements or teach at educational
                    institutions; or (iii) manage personal investments or
                    companies in which personal

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                    investments are made so long as such activities do not
                    significantly interfere with the performance of Executive's
                    responsibilities with the Company and which companies are
                    not in direct competition with the Company. Any income
                    incurred by Executive outside the scope of his employment
                    and permitted pursuant to the provisions hereof, shall inure
                    to the benefit of Executive, and the Company shall not claim
                    any entitlement thereto; provided, however, that any income
                    derived by Executive related to the business of the Company,
                    including, without limitation, compensation for serving on
                    boards of directors of companies in which the Company has a
                    significant investment, shall be paid over to the Company as
                    and when received.

          (c)       During the term of this Agreement, the Company shall
                    furnish, at Executive's principal place of employment, an
                    office, furnishings, secretary and such other facilities
                    commensurate and suitable to his position and adequate for
                    the performance of his duties hereunder.

3.        TERM.

          (a)       Term of Employment. The term of this Agreement (the "Term")
                    shall commence effective as of the date hereof (the
                    "Commencement Date"), and shall continue until December 31,
                    2002, unless (i) extended by the mutual agreement of the
                    Company and the Executive or (ii) extended or terminated as
                    hereinafter provided.

          (b)       Termination of Employment by the Company for Cause. The
                    Company may terminate Executive's employment if such
                    termination is for "Cause" (as defined herein) and Cause is
                    not cured by Executive within any available cure period
                    provided below. Such notice must set forth in reasonable
                    detail the facts underlying the claim of Cause. For the
                    purposes of this Agreement, "Cause" shall be defined as any
                    of the following, which act or omission is in bad faith by
                    Executive without a reasonable belief that such act or
                    omission would benefit the Company:

                    (i)       a default or breach by Executive of any of the
                              provisions of this Agreement materially
                              detrimental to the Company which is not cured
                              within 15 days following written notice thereof;

                    (ii)      actions by Executive constituting fraud,
                              embezzlement or dishonesty which result in a
                              conviction of a criminal offense not yet
                              overturned on appeal;

                    (iii)     actions by Executive in intentionally furnishing
                              materially false, misleading, or omissive
                              information to the Company's Board of Directors
                              that is materially detrimental to the Company;

                    (iv)      actions constituting a breach of the Sections 7 or
                              8 of this Agreement which is materially
                              detrimental to the Company;

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                    (v)       acts or omissions which constitute willful failure
                              to follow reasonable and lawful directives of the
                              Company's Board of Directors, which are consistent
                              with Executive's job responsibilities and
                              performance which is not cured within 15 days
                              following written notice thereof.

                    Upon termination for Cause, Executive shall immediately
                    cease to have any power of his position, but shall
                    nevertheless be given a reasonable opportunity to access his
                    office with the Company for the purpose of retrieving his
                    personal goods and files. If any conviction pursuant to
                    Section 3(b) above is overturned on appeal, Executive will
                    be deemed to have been terminated without Cause as of the
                    effective date of his earlier termination.

          (c)       Termination Without Cause. The Company has the right to
                    terminate this Agreement without Cause upon written notice,
                    subject to payment by the Company of the Deferred
                    Compensation described in Section 4(c) herein. In such
                    event, Executive shall cease to have any power of his office
                    as of the effective date of the termination specified in
                    such written notice.

          (d)       Termination by Executive. Executive may terminate this
                    Agreement upon 30 days' written notice after the occurrence
                    of a material default of this Agreement by the Company,
                    which default is not cured within the 30- day notice period.
                    Such notice shall set forth in reasonable detail the acts
                    underlying the default. If Executive terminates this
                    Agreement under this Section 3(d), Executive shall be
                    entitled to the Deferred Compensation as described in
                    Section 4(c) herein.

          (e)       Termination by Executive Upon Change of ControlThe Company
                    (or its successor) at its sole option, by written notice to
                    the Executive not later than 30 days after the effective
                    date of a "Change of Control" may extend this Agreement for
                    a period not to exceed one year from the effective date of
                    any such Change of Control, on terms not less favorable than
                    those set forth in this Agreement. During any such
                    extension, if Executive terminates this Agreement without
                    Cause or Good Reason prior to the expiration of the
                    applicable period of extension, Executive shall not be
                    entitled to the Deferred Compensation described in Section
                    4(c).

                    Upon the expiration of any extension of this Agreement as
                    provided above, or if no such extension is applicable, upon
                    a Change of Control, Executive shall be entitled to the
                    Deferred Compensation described in Section 4(c) herein.
                    Change of Control is defined for the purposes of this
                    Agreement as any of the following acts:

                    (i)       The acquisition by any person, entity or "group"
                              within the meaning of Section 13(d) or 14(d) of
                              the Securities Exchange Act of 1934, as amended
                              (the "Exchange Act"), other than a person, entity
                              or "group" that includes Executive, of beneficial
                              ownership (within the meaning of Rule 13d-3
                              promulgated under the Exchange Act) of (A) more
                              than 50% of the combined voting power of the then
                              outstanding voting securities entitled to vote
                              generally in the election of the Board of
                              Directors or (B) more than 40% of the combined
                              voting power of the then outstanding

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                              voting securities entitled to vote generally in
                              the election of the Board of Directors ; or

                    (ii)      If the individuals who serve on the Board of
                              Directors as of the Commencement Date (the
                              "Incumbent Board") cease for any reason to
                              constitute at least a majority of the Board of
                              Directors; provided, however, any person who
                              becomes a director subsequent to the Commencement
                              Date, whose election or nomination for election
                              was approved by a vote of at least a majority of
                              the directors then constituting the Incumbent
                              Board, shall for purposes of this Agreement be
                              considered a member of the Incumbent Board; or

                    (iii)     Approval by the Company's equity holders of (A) a
                              merger, reorganization or consolidation whereby
                              the Company's equity holders immediately prior to
                              such approval do not, immediately after
                              consummation of such reorganization, merger or
                              consolidation own more than 50% of the combined
                              voting power of the surviving entity's then
                              outstanding voting securities entitled to vote
                              generally in the election of directors; or (B)
                              liquidation or dissolution of the Company; or (C)
                              the sale of all or substantially all of the assets
                              of the Company.

          (f)       Termination by Executive for Good Reason. Executive may
                    terminate this Agreement upon 30 days' written notice if (i)
                    Executive's duties are materially diminished or altered in a
                    manner contrary to Section 1 and 2 of this Agreement, (ii)
                    Executive's title is altered in a material and adverse
                    manner, (iii) Executive's reporting relationship is
                    materially and adversely modified, (iv) Executive's Base
                    Salary, as provided hereunder, is diminished, (v) the
                    methodology for calculating Executive's Bonus Compensation,
                    as provided hereunder, is adversely (from the Executive's
                    point of view) altered or (vi) the Company shall relocate
                    its executive offices more than 40 miles from their current
                    location (collectively "Good Reason"). Upon such termination
                    Executive shall be entitled to the Deferred Compensation
                    described in Section 4(c) herein.

          (g)       Termination by Executive Without Good Reason. Executive may
                    terminate this Agreement without Good Reason upon 30 days'
                    written notice. Upon the termination date specified in such
                    written notice (which date shall be not more than 30 days
                    following the date of such notice) Executive shall cease to
                    have any power of his office.

          (h)       Automatic Extension. This Agreement shall be automatically
                    extended for successive one-year periods at the end of the
                    initial term and each extended term thereafter, unless
                    either party provides written notice of termination to the
                    other party at least three months prior to the expiration of
                    the initial or such extended term, respectively. In the
                    event the Company terminates this Agreement or fails to
                    renew this Agreement or does not permit the automatic
                    extension to occur at the end of any term hereof, Executive
                    shall be entitled to receive his Deferred Compensation under
                    Section 4(c) hereof.

4.        COMPENSATION.

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          (a)       Base Salary.

                    (i)       Executive shall receive a base salary as set forth
                              on Part I of Schedule 4(a) attached hereto.

                    (ii)      Each January, the Board of Directors of the
                              Company shall review Executive's performance and
                              the Board of Directors may in its sole discretion
                              elect to increase the salary then paid to
                              Executive above the amount set forth on Schedule
                              4(a)(i), however, there shall be absolutely no
                              obligation to do so.

          (b)       Bonus Compensation.

                    (i)       The Executive shall receive as "Bonus
                              Compensation" each year, the amount calculated in
                              accordance with Schedule 4(b) attached hereto.

                    (ii)      If at anytime hereafter, the Company shall adopt a
                              bonus program, an option program or any other form
                              of equity participation for senior executive
                              officers of the Company, the Executive shall be
                              eligible to participate in such bonus program,
                              option program or other form of equity
                              participation in a manner and capacity
                              commensurate with his position and duties.

          (c)       Deferred Compensation.

                    (i)       When Due. Executive (or his estate as the case may
                              be) shall be entitled to the Deferred Compensation
                              as calculated below, the initial installment of
                              which is to be paid within 30 days after the event
                              giving rise to the payout (except as provided
                              below) in the event that Executive's employment is
                              terminated for any of the following reasons
                              herein: (A) death of Executive; (B) termination by
                              the Company without cause pursuant to Section
                              3(c); (C) termination by Executive upon default by
                              the Company pursuant to Section 3(d); (D)
                              termination by Executive after a Change of Control
                              pursuant to Section 3(e); (E) termination by the
                              Executive pursuant to Section 3(f); (F)
                              termination by the Company pursuant to Section
                              3(h); or (G) termination by the Company pursuant
                              to Section 7(a).

                    (ii)      Amount. The Deferred Compensation shall be the
                              amount ("Base Deferred Compensation") which is
                              calculated as the greater of (A) the Base Salary
                              payments Executive would have received had his
                              employment continued for the remaining term of
                              this Agreement (including yearly increases
                              calculated at the maximum increase for the prior
                              two years); or (B) an amount equal to 2.95 times
                              the higher annual compensation earned by Executive
                              in the past two years (including both Base Salary
                              and Bonus Compensation). In addition to the Base
                              Deferred Compensation, Executive shall be entitled
                              to the following (which, together with the Base
                              Deferred Compensation and the Bonus Deferred
                              Compensation (as defined below) shall be
                              collectively called the "Deferred Compensation")
                              all of the benefits otherwise provided in this

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                              Agreement (including automobile expenses) during
                              that period of time which is the greater of (X)
                              the remaining term of this Agreement, or (Y) one
                              year (the "Deferral Period"), and an amount equal
                              to the pro rata portion of the Bonus Compensation
                              for the year in which executive's employment is
                              terminated determined on the basis of the number
                              of days elapsed in such year prior to such
                              termination (the "Bonus Deferred Compensation").
                              The Deferred Compensation herein shall be deemed
                              liquidated damages resulting from the Company's
                              termination of this Agreement and shall be
                              Executive's sole and exclusive remedy for any such
                              termination. Deferred Compensation shall not be
                              diminished or offset by reason of any earnings by
                              Executive subsequent to the date of termination.

          (d)       Payment of Deferred Compensation. Except as provided below,
                    the Deferred Compensation shall be paid in monthly
                    installments over the 12 months following the event giving
                    rise to a Deferred Compensation. If such termination is a
                    result of the death of Executive, the initial Deferred
                    Compensation shall be made within 15 days after the personal
                    representative of Executive's estate notifies the Company
                    that Letters of Administration have been filed in the
                    probate proceeding. The Company shall have the option at all
                    times during the term of this Agreement to maintain key man
                    life insurance on Executive's life to cover the cost of any
                    Deferred Compensation due to Executive. If such key man life
                    insurance is maintained, and the Deferred Compensation is
                    due as a result of Executive's death, the Deferred
                    Compensation shall be paid 100% in cash upon Executive's
                    death. The Bonus Deferred Compensation shall be paid in a
                    single lump sum within 90 days of the end of the year in
                    which Executive's employment is terminated.

5.        BENEFITS.

          (a)       Executive shall be entitled to a minimum of 4 weeks paid
                    vacation during each 12-month period during the term of this
                    Agreement. In addition, Executive shall be entitled to paid
                    time off for the same holidays as other employees of the
                    Company as established by the Board.

          (b)       Executive shall be entitled to reimbursement for all
                    maintenance, insurance and gasoline expenses incidental to
                    the use of one automobile.

          (c)       Executive shall be entitled to participate (in a manner and
                    capacity commensurate with his position and duties), subject
                    to eligibility and other terms generally established by the
                    Board, in any employee benefit plan (including but not
                    limited to life insurance plans, stock option plans, group
                    hospitalization, health, dental care (which health insurance
                    shall also cover Executive's dependents), profit sharing and
                    pension, bonus and other benefit plans), as may be adopted
                    or amended by the Company from time to time.

          (d)       The Company shall pay the premium on a "whole life"
                    insurance policy on the life of Executive in the initial
                    face amount of seven times Base Salary during the term
                    hereof. Executive shall have the right to designate the
                    beneficiaries of such policies. The Company shall pay timely
                    all premiums on such life insurance,

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                    and on demand provide Executive due proof of such payment.
                    The insurance companies issuing such policies shall be
                    authorized to give Executive, upon his request, any
                    information regarding the status of any such policy. Any
                    dividend declared upon such policy shall be applied to the
                    premium.

          (e)       The Company shall pay all initial membership fees and
                    monthly dues on behalf of Executive for Executive's
                    membership in one country club, and one airline club;
                    provided that the aggregate initial membership fees and the
                    annual membership fees of such clubs in the aggregate do not
                    exceed $5,000. Executive shall pay all expenses for such
                    club use that is not otherwise reimbursable as a Company
                    business expense.

          (f)       The Company will reimburse Executive for the cost of
                    reasonable tax and financial preparation and planning,
                    including services that may be requested by Executive from
                    time to time pertaining to this Agreement.

          (g)       Executive shall receive any such additional benefits that
                    any other executive officer may receive during the term of
                    this Agreement at the reasonable discretion of the Board.

6.        EXPENSES.

The Company shall reimburse the Executive against appropriate vouchers or other
receipts for business expenses reasonably incurred by Executive in the
performance of Executive's duties pursuant to the terms hereof. Executive is
authorized to incur reasonable traveling and other expenses in connection with
the Company's business and in performance of his duties under this Agreement.
When engaging in business related air travel, the executive may fly first class
on domestic flights and business class on international flights. In addition,
upon the submission of appropriate vouchers or other receipts the Company shall
reimburse Executive for tolls and reasonable business car phone charges.
Executive shall submit vouchers or other receipts once per calendar month and
shall be reimbursed by Company within 30 days of submission.

7.        DISABILITY.

          (a)       In the event of the death of the Executive during the Term,
                    the Executive's employment hereunder shall automatically
                    terminate. In the event that Executive shall become mentally
                    or physically Disabled (as hereinafter defined) so as to be
                    unable to fully perform his duties herein, Executive shall
                    continue to receive his monthly salary for each of the first
                    nine months or any part thereof of any continuous
                    Disability, less any amounts received by him under any
                    disability insurance paid for by the Company. If upon the
                    expiration of nine months of continuous Disability,
                    Executive remains incapacitated (hereinafter, "Permanent
                    Disability"), the Company shall have the right to
                    immediately terminate this Agreement. Such "Permanent
                    Disability" shall be established by a written certification
                    submitted by a medical doctor agreed to by the Executive and
                    the Company. In the absence of agreement, the Company and
                    the Executive shall each nominate a qualified medical doctor
                    and these two doctors shall select a third qualified medical
                    doctor, which third doctor shall make the determination as
                    to total disability. After the termination of these time
                    periods, Executive will receive disability insurance
                    proceeds for the term of such disability.

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          (b)       The Company shall reimburse Executive for the premiums of
                    all insurance policies covering the long and short-term
                    disability of Executive not to exceed $10,000 per annum (as
                    adjusted for increases in the Consumer Price Index) during
                    the term hereof.

          (c)       Disability for the purposes of this Agreement shall mean
                    that the Executive is judged disabled pursuant to the
                    Company's long term disability policy.

8.        NON-COMPETITION, NON-SOLICITATION AND NON-DISPARAGEMENT.

          (a)       During the Term and for a period of two years thereafter:

                    (i)       Executive shall not, directly or indirectly, enter
                              into or participate (whether as owner, partner,
                              shareholder, officer, director, salesman,
                              consultant, employee, principal or in any other
                              relationship or capacity) in any business
                              operating or providing services in the United
                              States within any State in which the Company or
                              its affiliates are operating or providing services
                              as of the date of termination which is, or owns,
                              manages or performs Internet billing services,
                              including without limitation as principal or on
                              behalf of others and the development or operation
                              of any network to accomplish same (a "Competing
                              Entity").

                    (ii)      Company and Executive understand and agree that
                              the scope and duration of the covenants contained
                              in this Section 8 are reasonable both in time and
                              geographical area and are fairly necessary to
                              protect the Company's legitimate business
                              interests. Such covenants shall survive the
                              termination of Executive's employment except as
                              otherwise provided herein. The parties further
                              agree that such covenants shall be regarded as
                              divisible and shall be operative as to time and
                              geographical area to the extent that they may be
                              made so and, if any part of such covenants is
                              declared invalid or unenforceable, the validity
                              and enforceability of the remainder shall not be
                              affected. Executive hereby warrants to Company
                              that Executive's compliance with each of the
                              restrictive covenants set forth in this Agreement
                              will not, upon the termination, of Executive's
                              employment with the Company for any reason
                              whatsoever, cause Executive to be unable to earn a
                              living that is suitable and acceptable to
                              Executive.

                    (iii)     Executive understands and agrees that, due to the
                              highly competitive nature of the Company's
                              industry, the breach of any covenants set out in
                              this Section 8 will cause irreparable injury to
                              the Company for which it will have no adequate
                              remedy at law. Therefore, the Company shall be
                              entitled, in addition to such other remedies as it
                              may have hereunder, to a temporary restraining
                              order and to preliminary and permanent injunctive
                              relief in state or federal court for any breach or
                              threatened breach of Section 8. Nothing herein,
                              however, shall be construed as prohibiting the
                              Company from pursuing any other remedies available
                              to it for such breach or threatened breach,
                              including the recovery of damages from Executive,

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                    (iv)      Executive shall not, without the prior written
                              consent of the Company, directly or indirectly,
                              (i) solicit, request, cause or induce any person
                              who is at the time, or 12 months prior thereto had
                              been, an employee of or a consultant of the
                              Company to leave the employ of or terminate such
                              person's relationship with the Company or (ii)
                              employ, hire, engage or be associated with, or
                              endeavor to entice away from the Company any such
                              person, or any customer of the Company or its
                              affiliates or (iii) attempt to limit or interfere
                              with any business agreement or relationship
                              existing between the Company and/or its affiliates
                              with a third party.

                    (v)       Executive shall not disparage the business
                              reputation of the Company (or its management team)
                              or take any actions that are harmful to the
                              Company's goodwill with its customers, content
                              providers, bandwidth or other network
                              infrastructure providers, vendors, employees, the
                              media or the public. Executive recognizes that
                              such actions would cause irreparable harm for
                              which there is no adequate remedy at law and that
                              the Company may seek in state or federal court,
                              and is entitled to a temporary restraining order
                              and to preliminary and permanent injunctive relief
                              in state or federal court to stop any such conduct
                              or statements for any breach or threatened breach
                              of this Section 8(e) during the term of this
                              Agreement and for a period of two years
                              thereafter.

                    (vi)      Company spends considerable amounts of time, money
                              and effort in developing and maintaining good will
                              in its industry. Executive agrees the covenants
                              contained within this Section 8: (i) are
                              reasonable and necessary in all respects to
                              protect the goodwill, trade secrets, confidential
                              information, and business interests of Company;
                              (ii) are not oppressive to Executive; and (iii) do
                              not impose any greater restraint on Executive than
                              is reasonably necessary to protect the goodwill,
                              trade secrets, confidential information and
                              legitimate business interests of Company.

                    (vii)     Executive acknowledges and agrees that promises
                              made by the Company in this Agreement such as (i)
                              the establishment of a term of employment (rather
                              than employment at will) and (ii) the commitment
                              to provide severance compensation in the event of
                              the termination of Executive's employment for
                              reasons other than Cause (subject to certain
                              requirements on the part of Executive), constitute
                              one form of consideration for Executive's
                              agreement to and compliance with the restrictive
                              covenants in this Agreement. Executive
                              acknowledges and agrees that Company's agreement
                              to provide Executive with access to Company's
                              confidential and proprietary information is a
                              separate form of consideration supporting the
                              restrictive covenants in this Agreement. Executive
                              acknowledges and agrees that the Company's
                              agreement to permit the use of the Company's
                              goodwill with the Company's customers, investors
                              and content providers is a

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                              separate form of consideration supporting the
                              restrictive covenants in this Agreement. Executive
                              acknowledges and agrees that the Company's
                              commitment to providing Executive with unique
                              skill development and training is a separate form
                              of consideration supporting the restrictive
                              covenants in this Agreement.

          (b)       The Executive acknowledges that no additional compensation
                    (other than that described in Section 4) shall be payable
                    during the Term on account of the obligations described in
                    this Section 8. In consideration of Executive's obligations
                    after the Term described above in this Section 8, Executive
                    shall be paid an amount equal to two (2) times the Base
                    Salary paid to Executive in the year prior to the expiration
                    of the Term. Such amount shall be paid in monthly
                    installments over the two (2) year period during which
                    Executive is obligated under this Section 8.

9.        NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.

          (a)       The Executive acknowledges that as a result of Executive's
                    employment by the Company, the Executive, both during and
                    after the Term, will obtain secret and confidential
                    information concerning the business of the Company and its
                    affiliates, including, without limitation, financial
                    information, trade secrets, information concerning the
                    operations, sales, personnel, suppliers, customers, costs,
                    profits and pricing policies, "know how" and certain
                    business methodologies (the "Confidential Information").

          (b)       During the Term and thereafter, the Executive shall exercise
                    all due and diligent precautions to protect the integrity of
                    the customer lists, mailing lists and sources thereof,
                    statistical data and compilations, agreements, contracts,
                    manuals, memoranda, notes, records, reports or other
                    documents and any and all other materials embodying any
                    Confidential Information (the "Confidential Materials") and,
                    upon the Company's request in writing, Executive shall
                    immediately return to the Company all such Confidential
                    Materials (and copies thereof) then in Executive's
                    possession or control.

          (c)       Executive shall not at any time, either during the Term of
                    this Agreement or thereafter, divulge to any person or
                    entity any Confidential Information or deliver or permit any
                    person or entity to obtain any Confidential Materials except
                    (i) when required in the course of performing Executive's
                    duties hereunder, (ii) with the Company's express written
                    consent, (iii) where required to be disclosed by court
                    order, subpoena or other government process or (iv) the
                    Executive shall have no responsibility for the divulgence of
                    any information which is in the public domain. If the
                    Executive shall be required to make disclosure pursuant to
                    the provisions of clause (iii) of the preceding sentence,
                    the Executive promptly, but in no event more than 48 hours
                    after learning of such subpoena, court order or other
                    governmental process, shall notify, by personal delivery or
                    by electronic means, confirmed by mail, the Company and, at
                    the Company's expense, Executive shall (x) take all
                    reasonably necessary steps required by the Company to defend
                    against the enforcement of such subpoena, court order or
                    other government process and (y) permit the Company to
                    intervene and participate with counsel of its choice in any
                    proceeding relating to the enforcement thereof.

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          (d)       Upon termination of Executive's employment with the Company,
                    the Executive shall promptly deliver to the Company all
                    Confidential Materials relating to the Company and its
                    affiliates, which Executive may then possess or have under
                    Executive's control; provided, however, that Executive shall
                    be entitled to retain copies of such documents reasonably
                    necessary to document Executive's financial relationship
                    (both past and future) with the Company.

          (e)       The Executive acknowledges that (i) any breach of the
                    provisions of these Sections 8 and 9 may cause substantial
                    and irreparable harm to the Company for which the Company
                    would have no adequate remedy at law and (ii) the provisions
                    of this Agreement are reasonable and necessary for the
                    protection of the business of the Company and its
                    affiliates.

10.       REMEDIES.

          (a)       If Executive commits a breach, or threatens to commit a
                    breach, of any of the provisions of Sections 8 or 9, the
                    Company shall have the right and remedy:

                    (i)       to have the provisions of this Agreement
                              specifically enforced by any court having equity
                              jurisdiction or through arbitration as provided
                              herein;

                    (ii)      cease any payments to Executive required under
                              Section 8(b); and

                    (iii)     to require Executive to account for and to pay
                              over the Company all damages suffered by the
                              Company (including consequential and incidental
                              damages) as the result of any transactions
                              constituting a breach of any of the provisions of
                              Sections 8 and 9, and Executive hereby agrees to
                              account for and pay over such damages to the
                              Company;

          (b)       The Executive acknowledges that the services being rendered
                    hereunder to the Company are of a special, unique and
                    extraordinary character and that any such breach or
                    threatened breach may cause substantial and irreparable
                    injury to the Company and that money damages will not
                    provide an adequate remedy to the Company. In any equitable
                    proceeding to enforce the provisions hereof, the Company
                    shall not have to prove irreparable harm. (However, in a
                    suit for damages Company shall be required to prove the
                    amount of damages actually sustained.)

          (c)       Each of the rights and remedies enumerated in Section 10(a)
                    shall be independent of the other, and shall be severally
                    enforceable, and such rights and remedies shall be in
                    addition to, and not in lieu of any other rights and
                    remedies available to the Company under law or equity.

          (d)       If any provision of Section 8 or 9 is held to be
                    unenforceable because of the scope, duration or area of its
                    applicability, the court making such determination shall
                    have the power to modify such scope, duration, or area, or
                    all of them, and such provision or provisions shall then be
                    enforceable in such modified form.

                                       11
<PAGE>

          (e)       The Company and Executive agree that any dispute or
                    controversy arising between any of the parties to this
                    Agreement, or any person or entity in privity therewith, out
                    of the transactions effected and relationships created in
                    connection herewith, including any dispute or controversy
                    involving the formation, terms or construction of this
                    Agreement, regardless of kind or character, will be resolved
                    through binding arbitration held in Bexar County, Texas. The
                    only disputes not subject to mandatory, binding arbitration
                    are requests for injunctive relief. With respect to the
                    arbitration of any dispute or controversy, each party
                    understands that:

                    (i)       arbitration is final and binding on the parties;

                    (ii)      each party is waiving its right to seek certain
                              remedies in court, including to right to a jury
                              trial;

                    (iii)     discovery in arbitration is different and more
                              limited than discovery in litigation; and

                    (iv)      an arbitrator's award need not include factual
                              findings or legal reasoning, and any party's right
                              to appeal or to seek modification of a ruling by
                              the arbitrator is strictly limited.

Each party to this Agreement will submit any dispute or controversy to
arbitration before the American Arbitration Association ("AAA") within five days
after receiving a written request to do so from the other party. If any party
fails to submit a dispute or controversy to arbitration as requested, then the
requesting party may commence the arbitration proceeding. The Federal
Arbitration Act will govern the proceeding and all issues raised by this
Agreement to be arbitrated. Each party to this Agreement will be bound by the
determination of any arbitrator or arbitration panel empaneled by the AAA to
adjudicate the dispute. Judgment on any arbitration award may be entered in any
court of competent jurisdiction.

Any party to this Agreement may bring an action including a summary or expedited
proceeding, to counsel arbitration of any such dispute or controversy in a court
of competent jurisdiction and, further, may seek provision or ancillary
remedies, including temporary or injunctive relief in connection with such
dispute or controversy in a court of competent jurisdiction, provided that the
dispute or controversy is ultimately resolved through binding arbitration
conducted in accordance with the terms and conditions of Section 10(e). If any
party institutes legal proceedings in an effort to resist arbitration and is
unsuccessful in doing so, the prevailing party is entitled to recover, from the
losing party, its legal fees and out-of-pocket expenses incurred in connection
with the defense of such legal proceedings.

11.       INDEMNIFICATION.

          (a)       To the full extent allowed by law, the Company shall hold
                    harmless and indemnify the Executive, his executors,
                    administrators or assigns, against any


                                       12
<PAGE>

                    and all judgments, penalties (including excise and similar
                    taxes), fines, settlements and reasonable expenses
                    (including attorneys' fees) actually incurred by the
                    Executive (net of any related insurance proceeds or other
                    amounts received by the Executive or paid by or on behalf of
                    the Company on the Executive's behalf in compensation of
                    such judgments, penalties, fines, settlements or expenses)
                    in connection with any threatened, actual or completed
                    action, suit or proceeding, whether civil, criminal,
                    arbitral, administrative or investigative, or any appeal in
                    such action, suit or proceeding, to which the Executive was,
                    is or is threatened to be made a named defendant or
                    respondent (a "Proceeding"), because such person is or was a
                    director or officer of the Company, or is or was serving at
                    the request of the Company as a director, officer, partner,
                    venturer, proprietor, trustee, employee, agent or similar
                    functionary (an "Affiliate Executive") of another
                    corporation, partnership, joint venture, sole
                    proprietorship, trust, employee benefit plan or other
                    enterprise (each, a "Company Affiliate"). Upon authorization
                    of indemnification of the Executive by the Board of
                    Directors in accordance with the applicable provisions of
                    the Nevada General Corporation Law (the "NGCL"), the
                    Executive shall be presumed to be entitled to such
                    indemnification under this Agreement upon submission of a
                    Claim (as hereinafter defined). Thereafter, the Company
                    shall have the burden of proof to overcome the presumption
                    that the Executive is so entitled. Such presumption shall
                    only be overcome by a judgment or other final adjudication,
                    after all appeals and all time for appeals have expired
                    ("Final Determination"), adverse to the Executive
                    establishing that such indemnification is not permitted
                    hereunder or by law. An actual determination by the Company
                    (including its Board of Directors, legal counsel, or its
                    stockholders) that the Executive has not met the applicable
                    standard of conduct for indemnification shall not be a
                    defense to the action or create a presumption that the
                    Executive has not met the applicable standard of conduct.
                    The purchase, establishment or maintenance of any
                    Indemnification Arrangement shall not in any way diminish,
                    restrict, limit or affect the rights and obligations of the
                    Company or of the Executive under this Agreement except as
                    expressly provided herein, and the execution and delivery of
                    this Agreement by the Company and the Executive shall not in
                    any way diminish, restrict, limit or affect the Executive's
                    right to indemnification from the Company or any other party
                    or parties under any other indemnification arrangement, the
                    Certificate of Incorporation or Bylaws of the Company, or
                    the NGCL.

          (b)       Subject only to the provisions of this Section 11(b), as
                    long as the Executive shall continue to serve as a director
                    and/or officer of the Company (or shall continue at the
                    request of the Company to serve as an Affiliate Executive)
                    and, thereafter, as long as the Executive shall be subject
                    to any possible Proceeding by reason of the fact that the
                    Executive was or is a director and/or officer of the Company
                    (or served in any of said other capacities), the Company
                    shall, unless no such policies are available in any market,
                    purchase and maintain in effect for the benefit of the
                    Executive one or more valid, binding and enforceable
                    policies (the "Insurance Policies") of directors' and
                    officers' liability insurance ("D&O Insurance") providing
                    adequate liability coverage for the Executive's acts as a
                    director and/or officer of the Company or as an Affiliate
                    Executive. The Company shall promptly notify the Executive
                    of any lapse, amendment or

                                       13
<PAGE>


                    failure to renew said policy or policies or any provision
                    thereof relating to the extent or nature of coverage
                    provided thereunder. In the event the Company does not
                    purchase and maintain in effect said policy or policies of
                    D&O Insurance pursuant to the provisions of this Section
                    11(b), the Company shall, to the full extent permitted by
                    law, in addition to and not in limitation of the other
                    rights granted the Executive under this Agreement, hold
                    harmless and indemnify the Executive to the full extent of
                    coverage which would otherwise have been provided for the
                    benefit of the Executive pursuant to the Insurance Policies.

          (c)       The Executive shall have the right to receive from the
                    Company on demand, or at his option to have the Company pay
                    promptly on his behalf, in advance of a Final Determination
                    of a Proceeding all expenses payable by the Company pursuant
                    to the terms of this Agreement as corresponding amounts are
                    expended or incurred by the Executive in connection with
                    such Proceeding or otherwise expended or incurred by the
                    Executive (such amounts so expended or incurred being
                    referred to as "Advanced Amounts"). In making any claim for
                    payment by the Company of any expenses, including any
                    Advanced Amount, pursuant to this Agreement, the Executive
                    shall submit to the Company a written request for payment (a
                    "Claim"), which includes a schedule setting forth in
                    reasonable detail the dollar amount expended (or incurred or
                    expected to be expended or incurred). Each item on such
                    schedule shall be supported by the bill, agreement or other
                    documentation relating thereto, a copy of which shall be
                    appended to the schedule as an exhibit.

                    Where the Executive is requesting Advanced Amounts, the
                    Executive must also provide (i) written affirmation of such
                    Executive's good faith belief that he has met the standard
                    of conduct required by law for indemnification, and (ii) a
                    written undertaking to repay such Advanced Amounts if a
                    Final Determination is made that the Executive is not
                    entitled to indemnification hereunder.

          (d)       The Company shall not be liable under this Agreement to make
                    any payment in connection with any claim made against the
                    Executive for an accounting of profits made from the
                    purchase or sale by the Executive of securities of the
                    Company within the meaning of Section 16(b) of the Exchange
                    Act or similar provisions of any state statutory law or
                    common law.

          (e)       All agreements and obligations of the Company contained
                    herein shall continue during the period the Executive is a
                    director and/or officer of the Company (or is serving at the
                    request of the Company as an Affiliate Executive) and shall
                    continue thereafter so long as the Executive shall be
                    subject to any possible Proceeding by reason of the fact
                    that the Executive was a director or officer of the Company
                    or was serving as such an Affiliate Executive.

          (f)       Promptly after receipt by the Executive of notice of the
                    commencement of any Proceeding, the Executive shall, if a
                    claim in respect thereof is to be made against the Company
                    under this Agreement, notify the Company of the commencement
                    thereof, but failure to so notify the Company will not
                    relieve the Company from any liability which it may have to
                    the Executive. With respect to any such Proceeding:

                                       14
<PAGE>

                    (i)       The Company shall be entitled to participate
                              therein at its own expense;

                    (ii)      Except with prior written consent of the
                              Executive, the Company shall not be entitled to
                              assume the defense of any Proceeding; and

                    (iii)     The Company shall not settle any Proceeding in any
                              manner which would impose any penalty or
                              limitation on the Executive without the
                              Executive's prior written consent. The Executive
                              shall not settle any Proceeding with respect to
                              which the Executive has received indemnified
                              amounts or Advanced Amounts without the Company's
                              prior written consent, nor will the Executive
                              unreasonably withhold consent to any proposed
                              settlement.

12.       NOTICE.

Any notice required hereunder shall (a) be delivered by hand or (b) sent by
registered or certified mail addressed to the other party hereto at its address
set forth above for Company and on Item 1 of the Schedule for Executive or at
such other address as notice thereof shall have been given in accordance with
the provisions of this Section 12. Any such notice shall become effective (i) if
mailed, on the date indicated on the receipt or if not accepted, the date
indicated that delivery was attempted, and (ii) in the case of delivery by hand,
upon delivery or attempted delivery as shown on the records of the deliveries.

13.       ENTIRE AGREEMENT; AMENDMENTS.

This Agreement supersedes any prior agreements or understandings, oral or
written, between the parties hereto and represents their entire understanding
and agreement with respect to the subject matter hereof. This Agreement can be
amended, supplemented or changed, and any provision hereof can be waived, only
by written instrument making specific reference to this Agreement which is
executed by both parties to this Agreement. Any waiver of any breach of this
Agreement shall not be construed to be a continuing waiver or consent to any
subsequent breach by any party hereto.

14.       SEVERABILITY.

In the event of the invalidity or unenforceability of any one or more provisions
of this Agreement, such illegality or unenforceability shall not affect the
validity or enforceability of the other provisions hereof and such other
provisions shall be deemed to remain in full force and effect.

15.       ASSIGNMENT; BINDING EFFECT.

This Agreement is not assignable by Executive or the Company without the prior
written consent of the other party. This Agreement shall be binding upon and
shall inure to the benefit of the Executive and the Company and their successors
and assigns. It is agreed that in the event of the termination under this
Agreement for any reason, except as expressly provided in this Agreement, all
salary and benefits shall cease as of the date of termination provided that all
accrued salary, bonus and expenses shall be paid to Executive or Executive's
successors, assigns, estate or legal representative as the case may be.

                                       15
<PAGE>

16.       SECTION HEADINGS.

The Section headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.

17.       GOVERNING LAW; VENUE.

This Agreement shall be construed and governed in accordance with the laws of
the State of Texas. The parties hereto agree that any actions or proceedings
instituted to enforce rights hereunder shall be initiated in Bexar County,
Texas.

18.       EXECUTION IN COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instruments.

19.       SECTION 280G PROTECTION.

The Company shall make a cash payment to the Executive at the time set forth
below equal to the amount of excise taxes (i.e., the "excise tax gross
payments") which Executive would be required to pay pursuant to Section 4999 of
the Internal Revenue Code of 1986, as amended ("Code"), as a result of any
payments (or any other transfer or deemed transfer of property including any
acceleration of stock options or similar instruments) made by or on behalf of
the Company or any successor thereto resulting in an "excess parachute payment"
within the meaning of Section 280G(b) of the Code. In addition to the foregoing,
the cash payment due to the Executive under this Section 19 shall be increased
by the aggregate of the amount of federal, state and local income, employment
and excise taxes for which the Executive will be liable on account of the cash
payments to be made under this Section 19, such that the Executive will receive
the excise tax gross-up payment net of all income and excise taxes. The
computation of this payment shall be determined, at the expense of the Company,
by an independent accounting, actuarial or consulting firm selected by the
Company (the "Accounting Firm"). Payment of the cash amount set forth above
shall be made at such time as the Company shall determine, in its sole
discretion, but in no event later than the date five business days before the
due date, without regard to any extension, for filing the Executive's federal
income tax return for the calendar year which includes the date as of which the
aforementioned "excess parachute payments" are determined. In the event that the
Executive is ultimately assessed with excise taxes under Section 4999 of the
Code as a result of payments made by the Company or any successor thereto which
exceed the amount of excise taxes used in computing the Executive's payment
under this Section 19, the Company or its successor shall indemnify the
Executive for such additional excise taxes plus any additional


                                       16
<PAGE>

excise taxes, income taxes, interest and penalties resulting from the additional
excise taxes and the indemnity hereunder.

20.       TAX-RELATED REDUCTION OF PAYMENTS.

          (a)       Reduction. Notwithstanding any other provisions in this
                    Agreement, if it shall be determined that any payment or
                    distribution by the Company to or for the benefit of the
                    Executive pursuant to the terms of their Agreement or
                    otherwise (a "Payment"), would constitute an "excess
                    parachute payment", and that there is a Reduced Amount, the
                    amount of Payment to the Executive shall be reduced to such
                    Reduced Amount.

          (b)       Reduced Amount. A "Reduced Amount" means the smallest
                    aggregate amount of Payments that (i) is less than the sum
                    of the all Payments (without regard to this Section 20) and
                    (ii) results in the greatest Net After-Tax Receipts to the
                    Executive. "Net After-Tax Receipts" means the present value
                    (determined pursuant to Section 280G(d)(4) of the Code) of
                    Payments, net of (a) federal, state, and local income taxes
                    payable with respect to the Payments, determined by applying
                    the highest marginal income tax rate applicable to
                    individuals in the year of the Executive's termination of
                    employment and by calculating state and local income taxes
                    net of any federal income tax deduction for such taxes and
                    (b) any excise tax payable with respect to such Payments
                    pursuant to Section 4999 of the Code.

          (c)       Determinations. All determinations made under this Section
                    20 shall be made by the Accounting Firm immediately prior to
                    the Change of Control, which firm shall provide its
                    determinations and any supporting calculations both to the
                    Company and the Executive within 20 days after the date of
                    termination of the Executive's employment. Any such
                    determinations by the Accounting Firm shall be binding upon
                    the Company and the Executive. If the Accounting Firm
                    determines that there exists a Reduced Amount, any reduction
                    or elimination in Payments shall be applied first to those
                    Payments that it is determined would otherwise constitute
                    "excess parachute payments" and that are payable to the
                    Executive at the furthest point in time after the date of
                    termination of employment.

          (d)       Fees and Expenses and Indemnification. All of the fees and
                    expenses of the Accounting Firm in performing the
                    determinations referred to in Section 20(c) shall be borne
                    solely by the Company. The Company agrees to indemnify and
                    hold harmless the Accounting Firm of and from any and all
                    claims, damages, and expense of any nature resulting from or
                    relating to its determinations pursuant to Section 20(c),
                    except for claims, damages, or expenses resulting from the
                    gross negligence or willful misconduct of the Accounting
                    Firm.


                                       17
<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day and year first above written.

"Company"

BILLSERV, INC.
--------------


By:
-------------------------------------
Name:
Title: CFO

"EXECUTIVE"
-----------


-----------------------------------------
Name:









                                       18
<PAGE>

                                   SCHEDULE 1
                               EMPLOYMENT CONTRACT



1.        Executive:       Michael R. Long

          Positions:       (i) Chief Executive Officer
                           (ii) Chairman of the Board of Directors

          Duties:   Management, operations and administration as appropriate for
                    the Chief Executive Officer and Chairman of the Board of
                    Directors of the Company as further described in the Bylaws
                    of the Company.

                                SCHEDULE 4(a)(i)
                                ----------------


                    $190,000  per annum

                                  SCHEDULE 4(B)
                                  -------------


             BONUS: Not to exceed 40% of the then-current annual salary,
             -----  as authorized by the Board of Directors.



2.        Executive:       Louis A. Hoch

          Positions:       (i) President
                           (ii) Chief Operating Officer
                           (iii) Director

          Duties:          Management, operations and administration as
                           appropriate for the President and Chief Operating
                           Officer and a Director of the Company as further
                           described in the Bylaws of the Company.

                                SCHEDULE 4(a)(i)
                                ----------------


                           $175,000 per annum

                                  SCHEDULE 4(b)
                                  -------------


             BONUS: Not to exceed 40% of the then-current annual salary,
             -----  as authorized by the Board of Directors.

                                       19
<PAGE>

3 .       Executive:       Terri A. Hunter

          Positions:       (i) Executive Vice President
                           (ii) Chief Financial Officer
                           (iii) Director

          Duties:          Management, operations and administration as
                           appropriate for the Executive Vice President and
                           Chief Financial Officer and a Director of the
                           Company as further described in the Bylaws of the
                           Company.

                                SCHEDULE 4(a)(i)
                                ----------------


                           $145,000 per annum

                                  SCHEDULE 4(b)
                                  -------------


                    BONUS: Not to exceed 40% of the then-current annual salary,
                    -----  as authorized by the Board of Directors.


4.        Executive:       Tony L. Diamond

          Position:        (i) Senior Vice President, Sales and Marketing

          Duties:          Management, operations and administration as
                           appropriate for the Senior Vice President of Sales
                           and Marketing of the Company as further described
                           in the Bylaws of the Company.

                                SCHEDULE 4(a)(i)
                                ----------------


                           $145,000 per annum

                                  SCHEDULE 4(b)
                                  -------------


                    BONUS: Not to exceed 40% of the then-current annual salary,
                    -----  as authorized by the Board of Directors.



                                       20
<PAGE>

5.        Executive:       Marshall N. Millard

          Positions:       (i) Secretary
                           (ii) Senior Vice President
                           (iii) General Counsel

          Duties:          Management, operations and administration as
                           appropriate for the Secretary, Senior Vice President
                           and General Counsel of the Company as further
                           described in the Bylaws of the Company.

                                SCHEDULE 4(a)(i)
                                ----------------


                           $120,000 per annum

                                  SCHEDULE 4(b)
                                  -------------


                    BONUS: Not to exceed 40% of the then-current annual salary,
                    -----  as authorized by the Board of Directors.





                                       21