<PAGE>   1

                                                                   EXHIBIT 10.20


                              EMPLOYMENT AGREEMENT


         This Employment Agreement ("Agreement") is made in Houston, Harris
County, Texas by and between PowerBrief, Inc. (the "Company") and ERNEST D. RAPP
("Employee") on this 29TH DAY OF FEBRUARY, 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 and Employee accepts such employment with Company.

2. Term. Employee's employment shall begin on the Effective Date and shall
continue until the date set forth on Exhibit A, subject to the terms and
conditions of this Agreement (the "Term").

3. Duties. Employee shall perform the services and duties set forth on Exhibit
A. Employee agrees that he will serve the Company faithfully, diligently and to
the best of Employee's ability during the Term of employment with Company.
Employee shall devote Employee's working time and best efforts to the
performance of Employee's duties and to advance the interests of Company during
the Term. Employee shall use his best efforts to comply with all of Company's
policies, practices, procedures and directives. Employees may not engage,
directly or indirectly, in any other business, investment or activities that
interferes with Employee's performance of his duties hereunder or is contrary to
the interest of the Company during the Term.

4. Compensation and Equity Incentive Plan. During the Term, Company shall pay to
Employee compensation as set forth on Exhibit A. Such compensation shall be
reviewed annually by the Board and adjusted if approved by the Board, but not
downward. The Company shall make stock options available to Employee as outlined
on Exhibit A, subject to the Stock Option Agreement. Further, Employee shall be
allowed to participate, on the same basis generally as other executive 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 the Company to all or substantially all of the
Company's employees or to all of the Company's executive employees. The 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. The Company may withhold from any
compensation, benefits, or amounts payable under this Agreement all federal,
state, city, or other taxes as may be required pursuant to any law or
governmental regulation or ruling. Employee agrees that at the termination of
his employment, Company may deduct from Employee's final compensation any
amounts Employee may owe Company.



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<PAGE>   2

5. Termination Prior to Expiration of the Term.

         5.1 Notwithstanding any other provisions of this Agreement, the Company
         shall have the right to terminate the employment relationship created
         by this Agreement at any time prior to the expiration of the Term for
         any of the following reasons:

                  (a) For "Cause" upon determination and at the discretion the
                  Company's Board of Directors that Cause exists for the
                  termination of the employment relationship. As used in this
                  Section 5.1.a, the term Cause shall mean (i) Employee's gross
                  misconduct, (ii) Employee's conviction in respect of a felony,
                  fraud or a crime of moral turpitude, or (iii) Employee's
                  breach of any material provision of this Agreement;

                  (b) for any other reason whatsoever, including termination
                  without Cause, in the sole discretion of the Company, on
                  thirty (30) days prior written notice to Employee;

                  (c) upon Employee's death; or

                  (d) upon Employee's becoming disabled as to entitle Employee
                  to benefits under the Company's long-term disability plan or,
                  if Employee is not eligible to participate in such plan or if
                  such plan is not available, then, if Employee is permanently
                  and totally unable to perform Employee's duties for the
                  Company as a result of any medically determinable physical or
                  mental impairment as supported by a written medical opinion to
                  the foregoing effect by a physician selected by the Company
                  and Employee's spouse or other member of Employee's immediate
                  family.

                  The termination of Employee's employment relationship by the
         Company prior to the expiration of the Term shall constitute a
         "Termination for Cause" if made pursuant to Section 5.1.a, and the
         effect of such termination is specified in Section 5.4. The termination
         of Employee's employment relationship by the Company prior to the
         expiration of Term shall constitute an "Involuntary Termination" if
         made pursuant to Section 5.1.b, and the effect of such termination is
         specified in Section 5.5. The effect of the employment relationship
         being terminated pursuant to Section 5.1.c as a result of Employee's
         death is specified in Section 5.6. The effect of the employment
         relationship being terminated pursuant to Section 5.1.d as a result of
         the Employee becoming disabled is specified in Section 5.7.

         5.2 Employee shall have the right to terminate the employment
         relationship under this Agreement at any time prior to the expiration
         of the Term, if applicable, for any reason whatsoever, in the
         discretion of Employee, on thirty (30) days prior written notice to the
         Company. The termination of Employee's employment relationship by
         Employee prior to the expiration of the Term shall



                                                                    Page 2 of 16
<PAGE>   3


         constitute a "Voluntary Termination" if made pursuant to this Section
         5.2, and the effect of such termination is specified in Section 5.3.


         5.3 Upon a Voluntary Termination of the employment relationship by
         Employee prior to expiration of the Term, all future compensation to
         which Employee is entitled and all future benefits for which Employee
         is eligible, with the exception of any and all statutory rights and
         benefits, shall cease and terminate as of the date of such termination.
         Employee shall be entitled to pro rata Annual Base Salary and pro rata
         Annual Non-Compete Fee through the date of such termination, but
         Employee shall not be entitled to any bonuses not yet paid at the date
         of such termination.

         5.4 If Employee's employment relationship hereunder shall be terminated
         by the Company for Cause prior to expiration of the Term, all future
         compensation to which Employee is entitled and all future benefits for
         which Employee is eligible, with the exception of any and all statutory
         rights and benefits, shall cease and terminate as of the date of
         termination. Employee shall be entitled to pro rata Annual Base Salary
         and pro rata Annual Non-Compete Fee through the date of such
         termination, but Employee shall not be entitled to any other bonuses
         not yet paid at the date of such termination.

         5.5 Upon an Involuntary Termination of the employment relationship
         prior to expiration of the Term, Employee shall be entitled, in
         consideration of Employee's continuing obligations hereunder after such
         termination, to receive his pro rata Annual Base Salary and pro rata
         Annual Non-Compete Fee through the date of such termination and
         Employee will receive the compensation, benefits and perquisites upon
         Involuntary Termination set forth on Exhibit A.

         5.6 Upon termination of the employment relationship during the Term as
         a result of Employee's death, Employee's heirs, administrators, or
         legatees shall be entitled to (a) Employee's pro rata Annual Base
         Salary and pro rata Annual Non-Compete Fee through the date of such
         termination; (b) to a lump sum payment equal to two (2) month's pro
         rata Annual Base Salary and pro rata Annual Non-Compete Fee; and (c)
         the other compensation and benefits accrued prior to such termination,
         subject to the terms and provisions of the plans and programs pursuant
         to which such benefits were accrued.

         5.7 Upon termination of the employment relationship as a result of
         Employee's disability, Employee shall be entitled to (a) Employee's pro
         rata Annual Base Salary and pro rata Annual Non-Compete Fee through the
         date of such termination; (b) a lump sum payment equal to two (2)
         month's pro rata Annual Base Salary and pro rata Annual Non-Compete
         Fee; and (c) other compensation and benefits accrued prior to such
         termination, subject to the terms and provisions of the plans and
         programs pursuant to which such benefits were accrued.



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<PAGE>   4


         5.8 Upon termination of the employment relationship as a result of the
         expiration of the Agreement upon expiration of the Term, Employee shall
         be entitled to no further compensation or benefits, with the exception
         of (a) any and all statutory rights and benefits, (b) compensation and
         benefits vested or accrued prior to such termination, subject to the
         terms and provisions of the plans and programs pursuant to which such
         benefits were accrued, and (c) the rights provided in this Agreement.

         5.9 In all cases, the compensation and benefits payable to Employee
         under this Agreement upon termination of the employment relationship
         shall be offset against any amounts to which Employee may otherwise be
         entitled under any and all severance plans and policies of the Company
         or its Affiliates.

         5.10 Termination of the employment relationship does not terminate
         those obligations imposed by this Agreement which are continuing
         obligations, including, without limitation, Employee's obligations
         under Articles 7, 8 and 9,. Termination of the employment relationship
         also does not terminate Employee's right to receive any compensation
         and benefits which he is entitled to receive as a director while
         Employee remains a director.


6. Conflict of Interest. In acknowledgment of Employee's 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, Employee agrees that he/she shall disclose to the
Company's Board of Directors any facts which might involve any reasonable
possibility of a conflict of interest. It is agreed that any 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 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 Board 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);



                                                                    Page 4 of 16
<PAGE>   5


         (d) Misuse of Confidential Information, other information or Company
facilities to which Employee has access in a manner which will be detrimental to
Company's interests, such as, without limitation, utilization for Employee's own
benefit of know-how or information developed through the Company's business;

         (e) Disclosure or other misuse of Confidential Information or other
information of any kind obtained through Employee's relationship with the
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 up to but not more than 1.0% of the
outstanding 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.

7. Confidential Information and Intellectual Property Rights

         7.1 Definitions

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

                           (i) any Developments (as hereinafter defined); and

                           (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;

                           (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



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                  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 are within the 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.

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

         7.3 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.

         7.4 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



                                                                    Page 6 of 16
<PAGE>   7


         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
         Employer entities and affiliates under this provision are in addition
         to any and all rights and remedies otherwise afforded by law.

8. Post-Employment Relationship Obligations.

         8.1 As part of the consideration for the compensation and benefits to
         be paid to Employee hereunder, in keeping with Employee's duties as a
         fiduciary, and in order to protect the Company's interest in the
         Confidential Information and trade secrets of the Company, and as an
         additional consideration and incentive for the Company to enter into
         this Agreement, the Company and Employee agree to the provisions of
         this Article 8.

         8.2 The obligations in this Article 8 shall commence on the Effective
         Date and shall continue for and through a period ending on the first
         (1st) anniversary of the termination of any and all employment and
         consulting relationships between Employee and the Company (the
         "Covenant Period"). The obligations in this Article 8 shall continue
         for the full Covenant Period regardless of any prior termination of the
         employment relationship pursuant to Article 5 hereof.

         8.3 Employee hereby acknowledges and agrees that: (i) the Company would
         not enter into this Agreement or retain the Employee if the Employee
         had not executed and delivered this Agreement to the Company; (ii) the
         Employee has had and will have throughout his employment relationship
         with the Company or its Affiliates, access to information that is
         confidential to the Company, constitutes a valuable, special and unique
         asset of the Company, and with respect to which the Company is entitled
         to the protections afforded by this Agreement and to the remedies for
         enforcement of this Agreement provided by law or in equity (including,
         without limitation, those remedies the availability of which may be
         within the discretion of the court in which any action for enforcement
         of this



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<PAGE>   8


         Agreement is brought); (iii) the Company would not grant the stock
         options listed on Exhibit A to the Employee if the Employee had not
         executed and delivered this Agreement to the Company; and (iv) the
         Company would not pay the Employee the Annual Non-Compete Fee listed on
         Exhibit A if the Employee had not executed and delivered this Agreement
         to the Company.

         8.4 In consideration of the Employee's noncompetition and nondisclosure
         agreements set forth herein, the Company shall pay to Employee the
         Annual Non-Compete Fee listed on Exhibit A, subject to the other terms
         and conditions of this Agreement.

         8.5 During the Covenant Period, Employee shall not, and shall cause
         each of his Affiliates (as defined below) not to: (a) within the United
         States (the "Territory"), transact any Competitive Business (as defined
         below), carry on or be engaged or otherwise take part in any
         Competitive Business (whether for his own account or for the account of
         any person or entity, other than the Company), or render any service
         (whether for or without compensation) to any person or entity (other
         than the Company or its Affiliates) who or which is engaged in any
         Competitive Business at the time the service is rendered; or (b) share
         in the earnings of, or beneficially own or hold any security issued by,
         or otherwise own or hold any interest (including, without limitation,
         any debt) in, any person or entity who or which is directly or
         indirectly engaged in any Competitive Business within the Territory.

         8.6 Without limiting the generality of the provisions of this Article
         8, the Employee (or an Affiliate of the Employee) shall be deemed to
         transact or be engaged in a particular business if the Employee or his
         Affiliate (whether alone or in association with one or more other
         persons or other entities) is, without limitation, an owner,
         proprietor, partner, member, stockholder, officer, employee, agent,
         independent contractor, director or joint venturer of, or a consultant
         or lender to, or an investor in any manner in, any person or entity who
         or which is directly or indirectly engaged in any such Competitive
         Business, including, without limitation, any such person or entity with
         respect to which a member of the immediate family of the Employee is an
         Affiliate. Notwithstanding the foregoing provisions of this Article 8,
         the Employee (or an Affiliate of the Employee) may own, solely as an
         investment, publicly-traded securities if the Employee (or an Affiliate
         of the Employee) (i) is not an Affiliate of the issuer of such
         securities and (ii) does not, directly or indirectly, beneficially own
         more than 1% of the class of which such securities are a part.

         8.7 During the Covenant Period, the Employee shall not, and shall cause
         each of his Affiliates not to, whether for his own account or for the
         account of any other person or other entity (other than the Company or
         any Affiliate of the Company at the Company's request), directly or
         indirectly solicit the employment or services of, or cause or attempt
         to cause to leave the employment or services of the Company or any
         Affiliate of the Company, any person or entity who or which



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<PAGE>   9


         is employed by, or otherwise engaged to perform services for the
         Company or any Affiliate of the Company (whether in the capacity of
         employee, consultant, independent contractor or otherwise).

9. Remedies. Employee understands, acknowledges and agrees that each of the
provisions in Articles 7 and 8 are important and material, affect the effective
and successful conduct of Company's business and affect its good will.. Employee
further understands and acknowledges that his employment is expressly contingent
upon agreement to the terms in these paragraphs. Any breach of the terms of
these articles shall be considered a material breach. Employee further
understands, acknowledges and agrees that such a breach (or threatened breach)
presents a situation from which the Company will have no adequate remedy at law,
the money damages would not be sufficient remedy and for which Employee may be
enjoined. Employee further understands, acknowledges and agrees that the Company
shall be entitled to enforce the provisions of these Articles 7, 8 and 9 by
terminating any payments then owing to Employee under this Agreement. Employee
understands, acknowledges and agrees that he may be required to pay to the
Company all damages which may arise from the breach or threatened breach,
together with interest, costs and the Company's attorneys' fees arising
therefrom. Should injunctive relief be pursued by the Company, Employee hereby
consents to the issuance of injunctive relief without the requirement of any
bond and/or other type of security whatsoever. Such remedies shall not be deemed
the exclusive remedies for a breach of Articles 7, 8 and 9, but shall be in
addition to all remedies available at law or in equity to the Company,
including, without limitation, the recovery of damages from Employee and his
agents involved in such breach.

10 Continuing Effect. Employee understands and acknowledges that Employee's
responsibilities in Paragraphs 7, 8 and 9 are severable from the rest of this
Agreement and 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. The obligations under Paragraph 8 are expressly
limited to one (1) year post employment.

11. Miscellaneous:

         11.1 For purposes of this Agreement, "Affiliate" means, with respect to
         any person or entity, any person or entity that, directly or
         indirectly, Controls, is Controlled by, or is under common Control
         with, such person or entity in question. For the purposes of the
         definition of Affiliate, "Control" (including, with correlative
         meaning, the terms "Controlled by" and "under common Control with") as
         used with respect to any person, shall mean the possession, directly or
         indirectly, of the power to direct or cause the direction of the
         management and policies of such person or entity, whether through the
         ownership of voting securities or by contract or otherwise.

         11.2 For purposes of this Agreement "Competitive Business" means (i)
         any business, enterprise or activity, whether or not for profit,
         engaged in the business of electronically creating, storing, filing,
         facilitating the filing of or publishing



                                                                    Page 9 of 16
<PAGE>   10


         Legal Documents, (ii) any business, enterprise or activity, whether or
         not for profit, that the Company or its Affiliates are engaged in or
         have stated their intent to engage in prior to termination of
         Employee's employment with the Company. For the purposes of this
         Agreement, "Legal Documents" shall mean, without limitation, pleadings,
         motions, memoranda, briefs, arguments, summaries and all other
         documents, whether evidentiary, persuasive or otherwise, to be filed
         with or presented to courts in the United States or elsewhere, whether
         such documents are paper, hypertext, digitized, multimedia, interactive
         or otherwise.

         12.3 For purposes of this Agreement the term "Change of Control" means
         (i) the Company merges or consolidates with any other entity, and the
         Company's stockholders do not own, directly or indirectly, at least 50%
         of the voting capital stock of the surviving entity, (ii) the Company
         sells all or substantially all of its assets to any other person or
         entity, (iii) the Company is dissolved, (iv) if any third person or
         entity together with its Affiliates shall become, directly or
         indirectly, the beneficial owner of the least 51% of the Voting Stock
         of the Company, or (v) if, during such time as the Company has a class
         of Voting Stock registered under the Securities Exchange Act of 1934,
         the individuals who constituted the members of the Company's Board of
         Directors ("Incumbent Board") as of the date of this Agreement cease
         for any reason to constitute at least a majority thereof, provided that
         for purposes of this clause (vi) any person becoming a director whose
         election or nomination for election by Company shareholders was
         approved by a vote of at least eighty percent (80%) of the directors
         comprising the Incumbent Board (either by the specific vote or approval
         of the proxy statement of the Company in which such person is named as
         a nominee for director, without objection to such a nomination) shall
         be, for purposes of this clause (vii), considered as though such person
         were a member of the Incumbent Board. "Voting Stock" means all the
         outstanding shares of capital stock of Company entitled to vote
         generally in elections for directors, considered as one class;
         provided, however, that if Company has shares of Voting Stock entitled
         to more or less than one vote for any such share, each reference to a
         proportion of shares of Voting Stock shall be deemed to refer to such
         proportion of the votes entitled to be cast by such shares.
         Notwithstanding the foregoing, a Change in Control cannot occur prior
         to the new configuration of the Board on or about July, 2000.

12. 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 that would limit or restraint
employee's entering into this Agreement or his performance hereunder. Employee
further represents that he 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 own volition.

13. 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



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<PAGE>   11


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.

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

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.

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 conflict-of-law rule
or principle that might refer the construction of the Agreement to the law of
another state or country.

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. In the event of a Change of Control 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 Chairman of the Board 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.



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ACCEPTED AND AGREED:

PowerBrief, Inc.

By:      /s/ Robert W. Ohnesorge
         -----------------------
Title:   President
         -----------------------
Date:    2/29/00
         -----------------------


 /s/ Ernest D. Rapp
----------------------------
ERNEST D. RAPP, Individually





                                                                  Page  12 of 16
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                                    EXHIBIT A


Employee Name:                              ERNEST D. RAPP

Position and Duties:                        CHIEF EXECUTIVE OFFICER,

Location:                                   Houston, Harris County, Texas

Primary Reporting Relationship:             Board of Directors

Term:                                       From the Effective Date through and
                                            until the third Anniversary of the
                                            Effective Date

Annual Base Salary:                         YEAR 1 - $125,000.00;

                                            YEAR 2 - $135,000.00;

                                            YEAR 3 - $145,000.00;

Annual Non-Compete Fee                      YEAR 1 - $25,000.00

                                            YEAR 2 - $15,000.00

                                            YEAR 3 - $5,000.00

Bonus                                       MILESTONE BONUS - $50,000.00 (EACH)

                                                  (1)   THE COMPANY'S RECEIPT
                                                        EQUITY FINANCING FROM
                                                        THE SALE OF COMMON STOCK
                                                        OR CONVERTIBLE PREFERRED
                                                        STOCK (EXCLUDING ANY
                                                        FUNDS RAISED PRIOR TO
                                                        THE EFFECTIVE DATE,
                                                        EXCLUDING ANY FUNDS
                                                        RELATING TO THE JAN. 31,
                                                        2000 OFFERING OF UNITS
                                                        AND EXCLUDING EQUITY
                                                        RAISED THROUGH THE SALE
                                                        OF THE COMPANY'S
                                                        SECURITIES PURSUANT TO
                                                        ANY EMPLOYEE, DIRECTOR
                                                        OR CONSULTANT EQUITY
                                                        INCENTIVE OR EQUITY
                                                        PURCHASE PLAN) IN EXCESS
                                                        OF $10MM; AND

                                                  (2)   UPON REACHING THE TWELVE
                                                        (12) MONTH COMPANY
                                                        OBJECTIVES (AS AGREED BY
                                                        EMPLOYEE AND THE BOARD).



                                                                   Page 13 of 16
<PAGE>   14


Long Term Incentive:                        Company shall grant Employee 400,000
                                            stock options (NQ) vesting as
                                            follows:

                                        o   Options for 85,714 shares with an
                                            exercise price of $2.50 per share
                                            vesting upon execution of this
                                            Agreement;

                                        o   Options for 142,857 shares with an
                                            exercise price of $2.50 per share
                                            as vesting follows: one-third (1/3)
                                            vesting at the first anniversary of
                                            the Effective Date, the remaining
                                            two-thirds (2/3) to vest pro rata
                                            and monthly over the next 24
                                            months;

                                        o   Options for 57,143 shares with an
                                            exercise price of $0.25 per share
                                            vesting upon the initial public
                                            offering of the Company's
                                            securities or sale of all of the
                                            Company's equity securities in a
                                            Change in Control transaction
                                            resulting in consideration of $18
                                            or greater per share of common
                                            stock, as valued by the Board of
                                            Directors;

                                        o   Options for 57,143 shares with an
                                            exercise price of $0.25 per share
                                            vesting upon the Company's
                                            generation of cumulative revenue in
                                            excess of $10MM; and

                                        o   Options for 57,143 shares with an
                                            exercise price of $0.25 per share
                                            to vest upon the Company's
                                            consummation of five (5) new
                                            strategic partnerships (to be
                                            agreed upon by Employee and the
                                            Board).

                                        o   Change in Control Vesting -
                                            Notwithstanding the forgoing
                                            vesting provisions, upon a Change
                                            in Control of the Company, unless
                                            more than 342,857 of Employee's
                                            above referenced 400,000 options
                                            shall have already vested, an
                                            additional number of such options
                                            shall vest so that Employee shall
                                            be vested in 342,857 options.

Benefits:                                   Same as other executive management
                                            of the Company.

Termination Other than for Cause:           If terminated for reasons other than
                                            Cause, those shares that are vested
                                            shall remain



                                                                   Page 14 of 16
<PAGE>   15


                                        exercisable for a period expiring the
                                        earlier of (a) the expiration date (ten
                                        years) set forth in the Stock Option
                                        Agreement, or (b) thirty (30) months
                                        after such termination. If the stock of
                                        the Company is publicly traded, then the
                                        time reference above in sub-paragraph
                                        (b) shall be ninety (90) days.

Termination for Cause:                  If terminated for Cause, the Option
                                        Agreement, and the optionee's right to
                                        exercise any vested portion of the
                                        option, shall terminate at the
                                        commencement of business of the date of
                                        such termination.

Involuntary Termination Benefits:

                              o         Prorated Annual Base Salary and prorated
                                        Annual Non-Compete Fee through the date
                                        of such termination.

                              o         If less than Ten Million Dollars
                                        ($10,000,000.00) of equity financing has
                                        been received as of the date of such
                                        Involuntary Termination by the Company,
                                        Employee shall receive three (3) months
                                        severance of base pay only.

                              o         If the Company has received greater than
                                        Ten Million Dollars ($10,000,000.00) of
                                        equity financing and less than Twenty
                                        Million Dollars ($20,000,000.00) of
                                        equity financing and the Company has not
                                        executed an engagement letter with an
                                        investment bank to conduct an initial
                                        public offering, Employee shall receive
                                        six (6) months severance of base pay
                                        plus (1/2) of the total bonus payment
                                        available at the time.

                              o         If the Company has executed an
                                        engagement letter with an investment
                                        bank to conduct an initial public
                                        offering of the Company's securities
                                        (regardless of total prior financing),
                                        severance pay shall be equal to one year
                                        of Annual Base Salary plus total
                                        remaining Milestone Bonus.



                                                                   Page 15 of 16
<PAGE>   16



ACCEPTED AND AGREED:

POWERBRIEF, INC.

By:      /s/ Robert W. Ohnesorge
         -----------------------
Title:   President
         -----------------------
Date:    2/29/00
         -----------------------


Employee: /s/ Ernest D. Rapp
          ----------------------
Date:     2/29/00
          ----------------------







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