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                                                                   EXHIBIT 10.21

                              EMPLOYMENT AGREEMENT
                                   (Executive)

         This Employment Agreement ("Agreement") is made in Houston, Harris
County, Texas by and between PowerBrief, Inc. (the "Company") and Mark Foster
("Employee") on this 13th day of January, 2000 (hereinafter "Effective Date").
Now, in exchange for the mutual covenants and consideration expressed herein,
the sufficiency of which is hereby acknowledged, Company and Employee agree as
follows:

1. Employment. Company is engaged in the business of providing Internet-based
solutions, services and products to clients. Company hereby employs Employee as
provided in this Agreement in the position of Chief Technology Officer. Employee
accepts such employment with Company.

2. Term. Employee's employment shall begin on the Effective Date and shall
continue for a three (3) year period, subject to the termination provisions in
Paragraph 10.

3. Duties. Employee's duties shall be those assigned to Employee from time to
time by Company's officers, managers and/or Board of Directors. Employee agrees
that he/she will serve Company faithfully, diligently and to the best of
Employee's ability during the term of employment with Company. Employee shall
devote all of Employee's working time and his/her best efforts to the
performance of Employee's duties and to advance the interests of Company.
Employee agrees to comply with all of Company's policies, practices, procedures
and directives. Employee will not be permanently reassigned to any Company
office outside Houston, Texas.

4. Compensation and Equity Incentive Plan. Company shall pay to Employee
compensation as outlined on Exhibit A to this Agreement. Subject to any
necessary stockholder and/or Board approval, and subject to the terms and
conditions of the Company's 2000 Equity Incentive Plan and the Stock Option
Agreement between the Company and Employee, the Company shall make stock options
available to Employee as outlined on Exhibit A. Further, Employee shall be
allowed to participate, on the same basis generally as other similar employees
of Company, in all general employee benefit plans and programs, including
improvements or modifications of the same, which on the Effective Date or
thereafter are made available by Company to all or substantially all of
Company's employees. Company shall not by reason of this provision, however, be
obligated to institute, maintain, or refrain from changing, amending, or
discontinuing, any such employee benefit plan or program, so long as such
actions are similarly applicable to covered employees generally. Employee agrees
that at the termination of his/her employment, Company may deduct from
Employee's final compensation any amounts Employee may owe Company.

5. Conflict of Interest. In acknowledgment of Employee's high fiduciary duties
to the Company, Employee agrees that he/she shall not, acting alone or in
conjunction with others, directly or indirectly, become involved in any conflict
of interest whatsoever, and upon discovery thereof, Employee shall not allow
such conflict to continue. Moreover,


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Employee agrees that he/she shall disclose to the Company's President any facts
which might involve any reasonable possibility of a conflict of interest. It is
agreed that any direct or indirect interest in, connection with, or benefit from
any outside activities, particularly commercial activities, which interest might
in any way adversely affect Company or its clients, involves a possible conflict
of interest. Circumstances in which a conflict of interest on the part of
Employee would or might arise and which must be reported immediately by Employee
to the President of Company, include, but are not limited to, the following:

         (a) Ownership or a material interest in any supplier, client or other
entity with which Company does business;

         (b) Acting in any capacity including director, officer, partner,
consultant, employee, distributor, agent or the like for any supplier, client or
other entity with which Company does business;

         (c) Acceptance, directly or indirectly, of payments, services or loans
from any supplier, client, or other entity with which Company does business,
including, but not limited to gifts, trips, entertainment or other favors of
more than a nominal value (more than $50.00);

         (d) Misuse of Company information or facilities to which Employee has
access in a manner which will be detrimental to Company's interests, such as
utilization for Employee's own benefit of know-how or information developed
through the Company's business;

         (e) Disclosure or other misuse of information of any kind obtained
through Employee's employment with Company;

         (f) Appropriation by Employee or the diversion to others, directly or
indirectly, of any business opportunity in which it is known or could reasonably
be anticipated that Company would be interested; and

         (g) The ownership, directly or indirectly, of an interest in any
enterprise in competition with Company or its clients, or acting as a director,
officer, partner, consultant, employee or agent of any enterprise which is in
competition with Company or its clients; however, Employee shall have the right
to purchase, acquire and/or invest in capital stock or other securities of any
entity whose stock or securities are regularly traded on the New York Stock
Exchange, the American Stock Exchange, or those which are reported on the
National Association of Securities Dealers Automated Quotation System.


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6.       Confidential Information and Intellectual Property Rights

         6.1      Definitions

                  (a) "Confidential Information" means any information which is
                  proprietary or confidential to the Company, including without
                  limitation:

                           (i) any Developments (as hereinafter defined):

                           (ii) trade secrets, information and other subject
                           matters pertaining to the Company's business,
                           activities, processes, methods, formulae, apparatus,
                           specifications, materials, customers, suppliers,
                           contracts, finances, personnel, research, ideas,
                           plans, policies or intentions; and

                           (iii) matters which although not trade secrets, the
                           dissemination to, or knowledge by, others whereof
                           might prove prejudicial to the Company, whether such
                           information is acquired or made, authored, conceived,
                           created or developed by Employee in the course of
                           employment under this Agreement or obtained directly
                           or indirectly from other employees, suppliers,
                           customers or consultants of the Company.

                  (b) "Developments" includes discoveries, inventions,
                  improvements, developmental or experimental work, whether
                  patentable or not, original literary and artistic works,
                  computer programs, designs, manuals, ideas, processes,
                  methods, and concepts relating or in any way pertaining to, or
                  connected with, any of the matters which will be within the
                  existing or contemplated scope of the Company's business in a
                  technical, scientific, manufacturing, marketing, or financial
                  way, which are acquired, made, discovered, invented, improved,
                  developed, authored, conceived, created, used, sold, marketed,
                  or distributed by Employee alone or in conjunction with others
                  or to which Employee is exposed during the period of his
                  employment with Company whether or not in the performance of
                  Employee's duties as an employee of Company.

                  (c) "Protection" includes patent applications and patents in
                  any countries, including all divisions, continuations,
                  reissues, and extensions thereof and rights or priority
                  resulting from the filing of such applications, industrial
                  design registrations, and other forms of protection in other
                  countries corresponding to such registration, including all
                  divisions, continuations, reissues and extensions thereof and
                  all such applications and rights of priority resulting from
                  the filing of such applications, all copyright, including all
                  reversions thereof, and any and all other forms of
                  intellectual property relating to the Developments.

         6.2 Ownership of Confidential Information. Employee agrees that all
         Confidential Information is the exclusive property of Company and
         Employee further agrees that all right, title and interest in and to
         any and all Confidential Information (whether or not Employee may
         solely or jointly conceive or develop


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         such Confidential Information during the period of Employee's
         employment by Company) is hereby unconditionally assigned to Company.

         6.3 Ownership of Protection. Employee agrees that all Protection is the
         exclusive property of Company and agrees to do all such things and to
         execute without further consideration, but at the expense of Company,
         such further assurances, applications, instruments, and other documents
         as may reasonably be required by the Company to obtain and maintain the
         Protection for any Developments and Confidential Information and for
         assigning, transferring, conveying, and securing to the Company or its
         nominee the sole and exclusive right, title, property, benefit, and
         interest in and to such Protection for the Developments and
         Confidential Information.

         6.4 Other Acknowledgments and Agreements. Employee further agrees not
         to disclose, reproduce, download or use any Confidential Information
         without the express prior written approval of Company, except as would
         be required in the normal course and scope of performing Employee's job
         duties for Company. At such time that Employee ceases to be employed by
         Company, Employee agrees to immediately turn over to Company all
         information, including papers, documents, writings, computer files and
         all copies thereof, and any other property such as keys, computer
         software, hardware and equipment provided to or prepared by Employee
         during the course and scope of his/her employment with Company.
         Further, Employee shall refrain, both during the employment
         relationship and after the employment relationship terminates, from
         publishing any oral or written statements about Company, any of its
         subsidiaries or affiliates, or any of such entities' officers,
         employees, shareholders, agents or representatives that are slanderous,
         libelous, or defamatory; or that disclose private or confidential
         information about Company, any of its subsidiaries or affiliates, or
         any of such entities' business affairs, officers, employees,
         shareholders, agents, or representatives; or that constitute an
         intrusion into the seclusion or private lives of Company, any of its
         subsidiaries or affiliates, or such entities' officers, employees,
         shareholders, agents, or representatives; or that place Company or any
         of its subsidiaries or affiliates, or any of such entities' or its
         officers, employees, shareholders, agents, or representatives in a
         false light before the public; or that constitute a misappropriation of
         the name or likeness of Company, any of its subsidiaries or affiliates,
         or any of such entities' or its officers, employees, shareholders,
         agents, or representatives. A violation or threatened violation of this
         prohibition may be enjoined by the courts. The rights afforded the
         Company entities and affiliates under this provision are in addition to
         any and all rights and remedies otherwise afforded by law.

7. Non-Competition. In acknowledgment of the further and additional
compensation, upon termination of Employee's employment by the Company for cause
(as defined in Paragraph 10.1) or by the Employee for any reason, Employee will
not, directly or indirectly, individually or in conjunction with any person,
firm, partnership, corporation and/or any other entity (collectively "Entity"),
whether as principal, agent,


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director, officer, employee, consultant, investor, shareholder, or in any other
manner whatsoever, for a period of two (2) years, compete either directly or
indirectly with Company in any manner whatsoever. The following examples are
listed only as identifiers of conduct, which both parties agree, would amount to
direct and/or indirect competition and a material breach of this Agreement, and
in no way limit the possible realm of conduct which could amount to a material
breach. For example,

     (a) carry on, be engaged in, concerned, connected and/or interested in any
     business or activity in competition with the business of the Company, or
     advise, lend money to, guarantee the debts or obligations of, or permit
     Employee's name or any part thereof to be used or employed by any Entity,
     engaged in competition with the business of the Company in any of the
     States Company is doing business at the time of the termination of the
     employment relationship;

     (b) solicit or attempt to solicit any of the employees of the Company to
     enter into employment or service with any Entity described in (a) above, or

     (c) solicit in respect to services and/or products of the same nature as
     those services and products provided by the Company, any customer of the
     Company or any person actively solicited by the Company in any of the
     States Company is doing business at the time of the termination of the
     employment relationship.

Employee warrants and agrees that the covenants in this section are reasonable
and valid and all defenses to the strict enforcement thereof are hereby
irrevocably waived to the extent allowed by law. Further, if any court or
tribunal is asked to interpret this provision and finds such provisions too
broad to be enforceable, then Employee hereby agrees that such provision shall
be interpreted to provide the broadest scope and longest duration enforceable
under the applicable law.

8. Remedies. Employee understands and acknowledges that each of the provisions
in Paragraphs 5, 6 and 7 are important and material, gravely affect the
effective and successful conduct of Company's business, and affects its
reputation and good will. Employee further understands and acknowledges that
his/her employment is expressly contingent upon agreement to the terms in these
paragraphs. Any breach of the terms of these paragraphs shall be considered a
material breach. Employee further understands and agrees that such a breach (or
threatened breach) presents a situation from which the Company will have no
adequate remedy at law, and for which Employee may be enjoined. Employee
understands and agrees that he/she may be required to pay to the Company all
damages which may arise from the breach or threatened breach, together with
interest, costs and Company's reasonable attorneys' fees arising therefrom.
Should injunctive relief be pursued by Company, Employee hereby consents to the
issuance of injunctive relief without the requirement of any bond and/or other
type of security whatsoever.

9. Continuing Effect. Employee understands and acknowledges that Employee's
responsibilities in Paragraphs 5, 6 and 7 are severable from the rest of this
Agreement and


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shall continue in full force and effect after Employee's employment relationship
with the Company ends or if this Agreement is otherwise terminated for any
reason.

10. Termination Provision:

         10.1 Termination for Cause. Employee may only be terminated for (i)
inability or refusal to perform his/her duties, (ii) any material breach of this
Agreement (including, without limitation, any announcement of an intention to
terminate Employee's employment relationship), (iii) engaging in misconduct,
(iv) failure to follow Company's policies, directives, or orders, (v) failure to
provide an adequate level of performance as determined by the Board of
Directors, (vi) insubordination or disruptive influence, (vii) unauthorized or
excessive absences, (viii) destruction of Company property or falsification of
Company documents, (ix) conviction of a crime of moral turpitude or felony, or
(x) committing acts of gross negligence, dishonesty or disloyalty.

         10.2 Termination without Cause. Company may terminate Employee's
employment without cause at any time, provided however, that if Employee's
employment is terminated under this paragraph, then Company will continue to pay
to Employee his compensation, any stock options and all benefits to which he is
entitled hereunder for the remainder of the Term of this Agreement. If Employee
is terminated without cause the restrictions set forth in Paragraph 7 shall not
apply to the Employee.

11. Employee Representations. Employee represents that Employee is free to enter
into this Agreement and has no written agreement or legal obligation with
another person or entity pertaining to confidentiality, noncompetition or
restrictions against competitive employment. Employee further represents that
he/she has had the opportunity to gain advice of counsel regarding this
Agreement and has either done so or chosen to forgo such advice of his/her own
volition.

12. Vacation; Holidays; Sick Leave. Employee will be entitled to a total of
three (3) weeks annual paid vacation time, plus any regularly observed holidays
of Company.

13. Business Expenses. Employee shall be reimbursed for all reasonable expenses
incurred by Employee on behalf of the Company.

14. Invalidity. If any part of this Agreement is declared invalid by a court of
competent jurisdiction, such decision shall not affect the validity of any
remaining portion of the Agreement. Those portions not declared invalid shall
remain in full force and effect as if this Agreement had been executed without
the inclusion of the invalid portion. The invalid portion, if any, shall be
modified by the court to the extent necessary to become enforceable.

15. Modification. This Agreement constitutes the entire agreement between
Company and Employee and may not be changed, altered or modified unless in
writing and signed by both parties. This Agreement shall be governed by the
Texas Statute of Frauds.


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16. Construction and Jurisdiction. This Agreement shall be governed by and
constructed in accordance with the laws of the State of Texas. All claims, if
any, arising under or relating to this Agreement shall be brought exclusively in
Harris County, Texas, and both parties agree to the exclusive jurisdiction and
venue of such courts. Further, this Agreement shall be interpreted and enforced
under the laws of the State of Texas, without regard to any conflicts of laws.

17. Binding Affect. The rights and benefits of Employee under this Agreement are
personal to Employee and shall not be subject to voluntary or involuntary
alienation, assignment, or transfer. This Agreement may be assigned by Company
and shall inure to the benefit of any such assignee.

18. Waiver. Waiver by Company of any breach of this Agreement by Employee shall
not be effective unless in writing and signed by the President of Company, and
no such waiver shall operate or be construed as a waiver of any subsequent
breach.

19. Employee Acknowledgment. By signing below, Employee acknowledges and agrees
that he/she has read and fully understands this Agreement, its purposes, terms
and provisions which Employee agrees to abide by and which Employee expressly
acknowledges to be reasonable in all respects. Employee further acknowledges
receipt of a copy of this Agreement.


ACCEPTED AND AGREED:

POWERBRIEF, INC.

By:      /s/ Robert W. Ohnesorge
         -------------------------------
Title:   President
         -------------------------------
Date:    1/13/00
         -------------------------------



Employee:   /s/ Mark Foster
            -------------------------------
Date:       1/13/00
            -------------------------------



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                                    Exhibit A


Employee Name:                      Mark Foster

Position:                           Chief Technology Officer

Location:                           Houston, Harris County, Texas

Reporting Relationship:             CEO and Board of Directors

Monthly Base Salary:                $10,000.00 per month

Annual Bonus:                       At the Board of Directors sole discretion,
                                    up to $40,000 based upon performance.

Long Term Incentive:                Company shall grant Employee 125,000 stock
                                    options (NQ) (vesting in three equal parts
                                    at each one year anniversary) pursuant to
                                    and subject to any and all necessary
                                    stockholder and/or Board approval, and the
                                    terms and conditions of Company's 2000
                                    Equity Incentive Plan and the Stock Option
                                    Agreement between Company and Employee.
                                    Employee shall be eligible for up to an
                                    additional 75,000 stock options (ISO) as
                                    follows:

                                        o    25,000 granted and vesting upon the
                                             next release of PowerBrief (i.e.
                                             v2.0 which is expected to include
                                             support for transactional lawyers);

                                        o    25,000 granted and vesting upon
                                             reaching $1MM in sales; and

                                        o    up to 25,000 for exceptional
                                             performance (to be granted and
                                             vested at the sole discretion of
                                             the Board) over the Employee's
                                             three (3) year employment term.

Benefits:                           [TBA]


ACCEPTED AND AGREED:

POWERBRIEF, INC.

By:      /s/ Robert W. Ohnesorge
         ---------------------------------
Title:   President
         ---------------------------------
Date:    1/13/00
         ---------------------------------


Employee:   /s/ Mark Foster
            ------------------------------
Date:       1/13/00
            ------------------------------


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