Exhibit 10(c)
                      EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT, dated as of  _____________, 1996,  by
and  among  SUNRIVER  CORPORATION, a  Delaware  corporation  with
offices at   (the "Company"), and ________________, an individual
having an address at  _________________ (the "Executive").

                      W I T N E S S E T H:

      WHEREAS,  the  Company  desires to employ  and  retain  the
experience, ability and exclusive services of Executive,  and  to
prevent   any  other  competitive  business  from  securing   his
services,  in utilizing his experience, background and  know-how;
and

      WHEREAS,  the  Executive desires to be so employed  by  the
Company upon the terms and conditions herein below set forth.

      NOW,  THEREFORE,  in consideration of the  mutual  premises
herein  set forth, and for other good and valuable consideration,
receipt  of  which  is hereby acknowledged,  the  parties  hereto
mutually agree as follows:

           Employment.  The Company shall employ Executive on  an
exclusive  basis, and Executive hereby agrees to  such  exclusive
employment   for   a   period  of   two   (2)   years,   as   the
________________________of    the    Company,    commencing    on
____________,  1996  and  ending on ________________,  1998  (the
"Initial  Term"); provided, however, that this Agreement  may  be
extended  for  successive  one (1) year  terms  upon  the  mutual
agreement  of  the  parties (the Initial Term,  as  same  may  be
extended, is hereinafter referred to as the "Term") and as may be
terminated  as set forth in Section 4.  In the event the  Company
wishes  to renew this Agreement upon the expiration of  the  Term
(or  upon the expiration of any subsequent one (1) year extension
of  this  Agreement)  the  Company shall give  Executive  written
notice  thereof (the "Extension Notice") no later than forty-five
(45)  days  prior  to  the expiration of the  Term.   Thereafter,
Executive  shall notify the Company in writing of his  desire  to
continue to be employed by the Company no later than fifteen (15)
days after Executive's receipt of the Extension Notice.

           Duties  and Responsibilities of Executive.   Executive
shall  serve as the ______________________of the Company,  or  in
such  other capacity as may be determined by the Company'[s Board
of  Directors from time to time, and shall properly perform  such
duties  as may be assigned to him from time to time by the  Board
of  Directors of the Company.  Executive shall also serve on  any
committee to which he may be appointed by the Company's Board  of
Directors.   In  performing  his  duties  under  this  Agreement,
Executive  will  fully support and corporate with  the  Company's
efforts  to develop its markets, expand its business, and operate
profitably  and  in conformity with business and strategic  plans
adopted  by the Company's Board of Directors from time  to  time.
Executive  shall  devote  his full  time  and  attention  to  the
performance  of his duties hereunder unless otherwise  authorized
by  the  Board of Directors.  A change in the title or duties  of
Executive shall not be deemed to be a constructive termination of
Executive's employment.

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     3.   Compensation of Executive.

          3.1  Base Salary.  Commencing upon the date hereof, the
Company    shall   pay   to   Executive   a   base   salary    of
____________________ Dollars ($________) per  annum,  subject  to
adjustment as set forth in Sections 3.2 and 3.3 below (the  "Base
Salary").  Such compensation shall be paid to Executive with  the
same   frequency   as  other  executives  of  the   Company   are
compensated.   Such Base Salary shall be subject  to  withholding
for the prescribed federal income tax, social security, Medicare,
and  other  items  as  required  by  law,  and  for  other  items
consistent  with  the  Company's policy with  respect  to  health
insurance   and  other  benefit  plans  for  similarly   situated
Executives.

           3.2   Salary Adjustments.  The Board of Directors  may
review  and  adjust Executive's Base Salary set forth in  Section
3.1  above  (and  as  same may have been previously  adjusted  in
accordance  with  the provisions hereof) in its  sole  discretion
from   time   to  time.   The  Board  of  Directors   will   give
consideration  to  management's  recommendations  in  considering
increases in Base Salary

           3.3   Discretionary Bonus.  In addition to Executive's
Base   Salary,  Executive  shall  be  entitled  to   such   bonus
compensation as Executive may be awarded, from time to time, by a
majority  vote  of  the disinterested members  of  the  Board  of
Directors (or appropriate committee) of the Company.

          3.4  Expenses.  In addition to those expenses expressly
set  forth  herein, the Company shall pay or reimburse  Executive
for  all  ordinary and necessary out-of-pocket expenses  actually
incurred  by Executive in connection with performing  his  duties
hereunder, consistent with the Company's policies then in effect.

           3.5   Automobile.  With respect to Executive's use  of
his personal automobile in connection with the performance of his
duties  hereunder,  the  Company  shall,  at  the  direction   of
Executive,  either reimburse Executive for, or directly  pay  the
reasonable costs of, the use of such automobile during  the  Term
of  this  Agreement  up to $_________ per month,  and  all  usual
expenditures  in  connection  therewith;  i.e.,  mileage,  tolls,
parking,   etc.   In  the  alternative,  the  Company,   at   its
discretion, may furnish Executive with an automobile allowance in
an amount to be determined.

            3.6   Benefits.   Executive  shall  be  entitled   to
participate  in  the  Company's pension,  profit  sharing,  group
insurance,  option plans, hospitalization, and group  health  and
benefit  plans  and all other benefits and plans as  the  Company
provides  to its senior executives to the extent such  plans  are
established  by the Company and to the extent that  Executive  is
eligible  to participate in such plans.  Such benefits  shall  be
subject  to  the terms of the applicable plan documents,  summary
plan descriptions and/or employment policies and shall be subject
to  modification, amendment or revocation in accordance with  the
terms of such documents, policies and procedures.

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           3.7   Stock Options.  Executive shall also be entitled
to  receive  stock  options to purchase a total of  _____________
shares  of  the  Company pursuant to the Company's  stock  option
plan.  The purchase price for the shares shall be the fair market
value  thereof  as established by the Board of Directors  in  its
sole discretion.

           3.8  Independent Consideration.  Concurrently with the
execution  of this Agreement, the Company is making a payment  of
$1,000  to  Executive as independent and additional consideration
for  Executive's  agreement  to comply  with  the  provisions  of
Sections 6.4 and 6.5 of this Agreement.

          Termination.

           4.1  Termination Without Cause.  Either the Company or
Executive may terminate this Agreement at any time, without Cause
(as  that term is defined below), by giving the other thirty (30)
days  prior  written  notice  of termination.   If  Executive  is
terminated  without Cause, he shall be entitled to severance  pay
in accordance with Section 4.5 hereof.

           4.2   Death;  Disability.   This  Agreement  shall  be
automatically  terminated on the death of  Executive  or  in  the
event of the permanent disability of Executive if he is no longer
able,  with  reasonable accommodation, to perform  the  essential
functions  of  his  position  as president  and  chief  executive
officer  of the Company.  In the event of Executive's disability,
this Agreement shall not terminate unless and until Executive has
been  unable  to perform the essential functions of his  position
for  a period of three (3) consecutive months as a result of  his
disability.

           4.3   Termination  for Cause or Resignation.   In  the
event  Executive is discharged for Cause (as that term is defined
below)  or  in  the  event  Executive  resigns,  then  upon  such
occurrence,  this  Agreement shall be deemed terminated  and  the
Company shall be released from all obligations to Executive  with
respect   to  this  Agreement,  including  but  not  limited   to
compensation  to  Executive, except for  compensation  and  other
accounts  due  and payable to Executive for any period  prior  to
such date of termination or resignation.

           4.4   Definition of Cause.  As used herein,  the  term
"Cause" shall mean

           (a)  the commission of any act of fraud on the part of
Executive  resulting or intending to result in personal  gain  or
enrichment at the expense of the Company;

           (b)   misappropriation, embezzlement, theft or willful
and  material damage of or to any asset of the Company or the use
of the Company's funds or assets for any illegal purpose;

           (c)   a  good  faith determination  by  the  Board  of
Directors  of  the  Company  that  Executive  has  violated  this
Agreement  or committed an act of dishonesty, breach of fiduciary
duty  involving personal profit, action (or omission)  aiding  or
abetting  a  competitor, supplier, or customer of the Company  or
its affiliates to the material disadvantage of the Company or its
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affiliates,  or an act of gross negligence or willful  misconduct
that  has  or  is reasonably expected to have a material  adverse
effect on the business or affairs of the Company; or

           (d)  the conviction of Executive of any felony, or the
commission  of  any  criminal  or illegal  act  on  the  part  of
Executive  which  materially and adversely, whether  directly  or
indirectly, affects the name or goodwill of the Company.

           4.5   Severance  Pay.   In the event  of  termination,
Executive shall be entitled to compensation (the "Severance Pay")
in accordance with the following:

           (a)  (i)  In the event Executive resigns within ninety
days  after a Change in Control (hereinafter defined) or (ii)  if
this  Agreement  is  terminated  by  the  Company  prior  to  the
expiration of the Term of this Agreement, and such termination is
not  for Cause, then Executive shall be entitled to Severance Pay
in  an  amount  equal to the amount of Base Salary (at  his  then
current Base Salary rate excluding any increases that would  have
taken  effect  after  the effective date of termination  and  any
bonus  and noncash benefits) that the Executive would have earned
between  the effective date of termination through the expiration
of  the  Term,  but not less than what the Executive  would  have
earned  over  a  period of eighteen (18) months, less  applicable
payroll  deductions  (and  any  other  deductions  authorized  in
writing  by the Executive), payable installments at such time  or
times  as  would  have  been paid to Executive  had  he  remained
employed  by the Company.  The Company shall continue to  provide
Executive  with  group  life and medical  insurance  during  such
twenty   four   month  period.   In  the  event  of   Executive's
termination  as  described in the first section of  this  Section
4.5(a),  all of Executive's then unvested stock options shall  be
vested in full and fully exercisable.

      For  the  purposes of this Agreement, "Change  in  Control"
shall  be  deemed to have occurred if (i) any "person"  (as  such
term  is  used  in  Sections 13(d) and 14(d)  of  the  Securities
Exchange  Act of 1934, as amended), other than persons  currently
holding  securities  representing 25% or  more  of  the  combined
voting  power  of  the  outstanding securities  of  the  Company,
becomes  the "beneficial owner" (as such term is defined in  Rule
13d-3  under  the Act), directly or indirectly, of securities  of
the Company representing 25% or more of the combined voting power
of  the outstanding securities of the Company, or (ii) during any
period of two consecutive years, individuals who at the beginning
of  such  period constitute the Board of Directors of the Company
and any new director whose election by the Board of Directors  or
nomination  for election by the shareholders of the  Company  was
approved  by a vote of at least two-thirds (2/3) of the directors
then  still in office who either were directors at the  beginning
of  the  period or whose election or nomination for election  was
previously  so  approved, cease for any reason  to  constitute  a
majority  thereof,  or  (iii)  the shareholders  of  the  Company
approve  (A)  a merger or consolidation of the Company  with  any
other  entity (other than a merger or consolidation  which  would
result  in  the  voting  securities of  the  Company  outstanding
immediately  prior  thereto continuing to  represent  (either  by
remaining   outstanding  or  by  being  converted   into   voting
securities of the surviving entity) at least 66% of the  combined
voting  power  of  the voting securities of the Company  or  such
surviving  entity outstanding immediately after  such  merger  or
consolidation), (B) a plan of complete liquidation of the Company
or (C) an agreement or agreements for the sale or disposition, in
a  single transaction or series of related transactions,  by  the
<PAGE>
Company of all or substantially all of the property and assets of
the  Company, or (iv) either Ron Brittian or Sam Smith is removed
from  the  Board  of Directors of the Company  without  cause  or
resigns  from the Board of Directors of the Company under  duress
including, without limitation, threat of removal.

           (b)  If Executive's employment is terminated by reason
of  a disability, Executive shall be entitled to Severance Pay in
an amount equal to the amount of monthly Base Salary (at his then
current Base Salary rate excluding any increases that would  have
taken  effect  beyond the date of termination and any  bonus  and
noncash benefits) the Executive would have earned for the six (6)
month  period  subsequent to the effective date  of  termination,
payable  at  such  time  or  times as would  have  been  paid  to
Executive had he remained employed by the Company.

           (c)   If  (i)  Executive  voluntarily  terminates  his
employment, (ii) the Company terminates this Agreement for Cause,
or (iii) if Executive's employment is terminated by reason of his
death,  Executive shall not be entitled to receive any additional
salary,  bonus or benefits beyond those earned or accrued  as  of
the effective date of the termination of his employment.

            4.6    Effect  of  Termination  on  Agreement.    Any
termination  of  Executive's employment shall not release  either
the  Company or Executive from their respective obligations under
this  Agreement that are required to be performed  subsequent  to
the  date of such termination, including but not limited to those
obligations set forth under Sections 3 and 6.

           4.7   Payments  to  Estate.  If Executive  should  die
before  all amounts payable to him pursuant to Section  4.5  have
been  paid,  such  unpaid amounts shall be paid to  the  personal
representative of Executive's estate.

           Vacation and Sick Leave.  Executive shall be  entitled
to  paid vacation and sick leave in accordance with the Company's
policies as are applicable to all other executive employees.

          Confidentiality and Noncompetition.

           6.1   Confidential Information.  During the period  of
Executive's   employment  with  the  Company,   and   after   the
termination  thereof  for  any  reason,  Executive  agrees  that,
because  of  the valuable nature of the Confidential  Information
(hereinafter  defined),  Executive  shall  use  Executive's  best
efforts  to  maintain and protect the secrecy of the Confidential
Information.   Without in any manner limiting the  generality  of
the  foregoing obligation, Executive agrees that Executive  shall
not,  directly or indirectly, undertake or attempt  to  undertake
any of the following activities:

          (a)  disclose any Confidential Information to any other
person or entity;

           (b)   use any Confidential Information for Executive's
own purposes;

<PAGE>
           (c)   make any copies, duplicates or reproductions  of
any Confidential Information;

           (d)  authorize or permit any other person or entity to
use,  copy,  disclose,  publish or  distribute  any  Confidential
Information; or

          (e)  undertake or attempt to undertake any activity the
Company is prohibited from undertaking or attempting to undertake
by  any  of  its present or future clients, customers, suppliers,
vendors, consultants, agents or contractors.

       As   used   in  this  Agreement,  the  term  "Confidential
Information"  means  any  knowledge,  information   or   property
relating  to, or used or possessed by, the Company, and includes,
without   limitation,  the  following:  trade  secrets;  patents,
copyrights,   software   (including,  without   limitation,   all
programs,  specifications, applications,  routines,  subroutines,
techniques  and  ideas for formulae); concepts,  data,  drawings,
designs  and  documents; names of clients, customers, Executives,
agents,   contractors,  and  suppliers;  marketing   information;
financial information and other business records; and all  copies
of  any  of  the foregoing, including notes, extracts,  memoranda
prepared  or  suffered  or directed to be prepared  by  Executive
based on any Confidential Information.  Executive agrees that all
information  possessed by him, or disclosed to him, or  to  which
Executive   obtains  access  during  the  course  of  Executive's
employment  with the Company shall be presumed to be Confidential
Information under the terms of this Agreement, and the burden  of
proving otherwise shall rest with Executive.

            6.2    Return  of  Confidential  Information.    Upon
termination  of Executive's employment with the Company  for  any
reason,  Executive  agrees  not to  retain  or  remove  from  the
Company's  premises  any records, files  or  other  documents  or
copies  thereof or any other Confidential Information whatsoever,
and  Executive agrees to surrender same to the Company,  wherever
it  is  located,  immediately  upon  termination  of  Executive's
employment.

           6.3  Assignment of Intellectual Property.  During  the
period of Executive's employment with the Company, all processes,
products, methods, improvements, discoveries, inventions,  ideas,
creations, trade secrets, know-how, machines, programs,  designs,
routines,  subroutines, techniques, ideas for formulae, writings,
books  and  other works of authorship, business concepts,  plans,
projections  and  other similar items, as well  as  all  business
opportunities, conceived, designed, devised, developed, perfected
or  made  by the Executive, whether alone or in conjunction  with
others,  and  related in any manner to the actual or  anticipated
business  of  the  Company or to actual or anticipated  areas  of
research   and   development  (collectively,  the   "Intellectual
Property"),  shall  be  promptly  disclosed  to  and  become  the
property  of the Company, and Executive hereby assigns, transfers
and  conveys the Intellectual Property to the Company.  Executive
further  agrees to make and provide to the Company any documents,
instruments  or other materials necessary or advisable  to  vest,
secure,  evidence  or  maintain the Company's  ownership  of  the
Intellectual  Property, and patents, copyrights,  trademarks  and
similar foreign and domestic property rights with respect to  the
Intellectual Property.  The term "Intellectual Property" shall be
given the broadest interpretation possible and shall include  any
Intellectual  Property conceived, designed,  devised,  developed,
perfected,  or  made by the Executive during off-duty  hours  and
<PAGE>
away  from the Company's premises, as well as to those conceived,
designed,  devised, developed, perfected, or made in the  regular
course of Executive's performance.

           6.4  Noncompetition Agreement.  Executive acknowledges
that  the Company has provided and may provide additional special
training  (including,  without limitation, training  relating  to
programming,  servicing  or marketing of  sophisticated  computer
programs  and  services related to the Internet) to Executive  to
enable Executive to perform Executive's duties as an Executive of
the  Company.  As a result, and as an ancillary covenant  to  the
terms  and  conditions  set forth elsewhere  in  this  Agreement,
including the covenants set forth in Sections 6.1 and 6.2, and in
consideration of the mutual promises set forth herein  and  other
good  and  valuable consideration received and  to  be  received,
including the independent consideration described in Section 3.8,
the  receipt  and  sufficiency of which are hereby  acknowledged,
Executive  agrees that, during the term of Executive's employment
and  for a period (the "Restricted Period") of twelve (12) months
after  the  termination of the Executive's  employment  with  the
Company, Executive shall not, in the Geographic Area (hereinafter
defined) (i) directly or indirectly own, engage in, consult with,
be  employed by or be connected with any business or activity  in
the  same capacity which the Executive is engaged at the  Company
with a third party which directly or indirectly competes with the
Company's  business (a "Competing Business"),  (ii)  canvass  any
business  from  any of the Company's current or  former  clients,
(iii);  assist others to open or operate any Competing  Business;
or (iv) solicit, recommend or induce Executives of the Company to
terminate  their employment with the Company.  As  used  in  this
Agreement,  the term Geographic Area means the United  States  of
America.

          6.5  Nonsolicitation Agreement .  During the Restricted
Period,  Executive  will not without the  express  prior  written
approval  of  the Board of Directors of the Company (which  shall
have  no  obligation to provide such approval)  (i)  directly  or
indirectly, in one or a series of transactions, recruit,  solicit
or   otherwise  induce  or  influence  any  proprietor,  partner,
stockholder,  lender, director, officer, Executive, sales  agent,
joint  venturer,  investor,  lessor, supplier,  customer,  agent,
representative  or  any  other  person  which  has   a   business
relationship  with the Company to discontinue, reduce  or  modify
such  employment,  agency  or  business  relationship  with   the
Company,  or (ii) employ or seek to employ or cause any Competing
Business to employ or seek to employ any person or agent  who  is
then  (or was at any time within six (6) months prior to the date
the  Executive  or  the Competing Business employs  or  seeks  to
employ   such  person)  employed  or  retained  by  the  Company.
Notwithstanding the foregoing, nothing herein shall  prevent  the
Executive  from  providing  a  letter  of  recommendation  to  an
Executive with respect to a future employment opportunity.

            6.6   Reasonableness  of  Covenants.   Executive  has
carefully  read  this Section 6 and agrees and acknowledges  that
the  limitations  as  to time, geographical  area  and  scope  of
activity  to  be restrained are reasonable and do  not  impose  a
greater  restraint than is necessary to protect the goodwill  and
business interests of the Company.  Executive has agreed  to  the
foregoing  covenants  because (a) Executive recognizes  that  the
Company   has   a   legitimate   interest   in   protecting   the
confidentiality   of   its   business  secrets   (including   the
<PAGE>
Confidential  Information),  (b)  Executive  agrees   that   such
noncompetition agreement is not oppressive to him  nor  injurious
to  the  public,  (c)  the Company has provided  specialized  and
valuable  training  and  information to Executive,  and  (d)  the
Company  would  not  have  entered into  this  Agreement  without
Executive's agreement the covenants set forth in this Section  6.
Executive  further understands and agrees that, if at some  later
date,  a  court of competent jurisdiction determines  the  scope,
duration  or  geographic area of any covenant set forth  in  this
Section 6 to be over broad or unenforceable for any reason, these
covenants shall be reformed by the court, pursuant to Tex. Bus. &
Co.  Code Ann. Section 15.50(2) (or any successor provision)  and
enforced to the maximum extent permissible under Texas law.

      7.   Detrimental Statements.  For so long as this Agreement
remains  in effect and for a period  of 18 months after the  date
of  termination or expiration of this Agreement (the  "Applicable
Period   for  Detrimental  Statements"),  Executive   will   not,
knowingly  or  intentionally,  directly  or  indirectly,  in  any
individual  or  representative  capacity  whatsoever   make   any
statement, oral or written, or perform any act or omission  which
is  or  could  be  detrimental in any  material  respect  to  the
goodwill of Company, provided that any truthful statement made by
Executive in good faith shall not violate this Section 7.  During
the Applicable Period for Detrimental Statements the Company will
not,  and  will make good faith efforts to ensure that  Company's
directors,   officers,  and  employees  do  not,   knowingly   or
intentionally,  directly or indirectly, make any statement,  oral
or  written, or perform any act or omission which is or could  be
detrimental in any material respect to the goodwill or reputation
of  Executive,  provided  that any  truthful  statement  make  by
Company  or  Company's employees in good faith shall not  violate
this Section 7.

      8.    Conflict  of  Interest.  In keeping with  Executive's
fiduciary duties to Company, Executive agrees that while employed
by  Company  he  will  not, acting alone or in  conjunction  with
others, directly or indirectly, become involved in a conflict  of
interest or, upon discovery thereof, allow a conflict of interest
to continue.  Moreover, Executive agrees that he will immediately
disclose  to  the Board of Directors or the President  and  Chief
Executive  Officer of Company 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, where such interest might in
any way adversely affect company, involves a possible conflict of
interest.  Circumstances in which a conflict of interest  on  the
part  of  Executive  might  arise, and  which  must  be  reported
immediately  by Executive to the Board of Directors  of  Company,
include, but are not limited to, the following:  (a) ownership of
a  material  interest in any supplier, contractor, subcontractor,
customer,  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  a
supplier,  contractor, subcontractor, customer, or  other  entity
with  which  Company  does business; (c) accepting,  directly  or
indirectly,   payment,  service,  or  loans  from   a   supplier,
contractor, subcontractor, customer, 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  (which  is deemed to be less than $1,000 for  purposes  of
this   Agreement);  (d)  misuse  of  Company's   information   or
facilities  to which Executive has access in a manner which  will
be  detrimental  to Company's interest, such as  utilization  for
Executive's  own benefit of know-how, inventions, or  information
developed  through Company's business activities; (e)  disclosure
or  other misuse of Confidential Information of any kind obtained
<PAGE>
through  Executive's connection with Company; (f) the  ownership,
directly  or indirectly, of a material interest in an  enterprise
in  competition  with Company, or acting as an  owner,  director,
principal,   officer,  partner,  consultant,   employee,   agent,
servant,  or  otherwise of any enterprise which is in  compassion
with   the   Company;  and  (g)  appropriation  of  a   Corporate
Opportunity, as defined in Section 9 of this Agreement.

      9.    Corporate Opportunities.  Executive acknowledges that
during  the course of his employment by Company he may be offered
or  become aware of business or investment opportunities in which
Company may or might have an interest (a "Corporate Opportunity")
and  that  he has a duty to advise Company of any such  Corporate
Opportunities  before  acting upon them.  Accordingly,  Executive
agrees  (a) that he will disclose to Company's Board of Directors
any  Corporate  Opportunity offered  to  Executive  or  of  which
Executive  becomes aware and (b) that he will not  act  upon  any
Corporate  Opportunity for his own benefit or for the benefit  of
any  person or entity other than Company without first  obtaining
the  consent  or approval (a "Corporate Opportunity Consent")  of
Company's  Board of Directors (whose consent or approval  may  be
granted or denied solely at the discretion of Company's Board  of
Directors);  provided,  however, that the  failure  of  Company's
Board   of  Directors  to  affirmatively  approve  the  requested
Corporate  Opportunity Consent within 20 days  after  Executive's
written disclosure of the Corporate Opportunity will be deemed to
constitute  the  granting by Company of the  requested  Corporate
Opportunity  Consent.   Upon receipt of a  Corporate  Opportunity
Consent  (whether  as  a  result of  the  affirmative  action  of
Company's  Board of Directors or as a result of  the  failure  of
Company's Board of Directors to affirmatively approve the request
within  the  20-day period described in the preceding  sentence),
Executive  may  act upon the Corporate Opportunity  for  his  own
benefit or for the benefit of others so long as such action  does
not  inhibit  his  ability  to  perform  his  duties  under  this
Agreement  or  otherwise  represent a  conflict  of  interest  in
contravention  of  the agreements contained in  Section  8  or  a
competitive activity in contravention of the agreements contained
in paragraph 6.4.

     10.  Miscellaneous.

            10.1.      Assignment.   Neither  Executive  nor  the
Company  may  assign or delegate any of their  rights  or  duties
under  this Agreement without the express written consent of  the
other.

           10.2  Injunctive Relief.  Executive acknowledges  that
the  services  to  be  rendered  under  the  provisions  of  this
Agreement  are  of a special, unique and extraordinary  character
and  that  it  would be difficult or impossible to  replace  such
services.   Accordingly,  Executive agrees  that  any  breach  or
threatened breach by him of the covenants contained in Section  6
of  this Agreement may cause irreparable harm to the Company  for
which  monetary damages may not be adequate and accordingly,  any
such  breach or threatened breach of Section 6 of this  Agreement
shall  entitle  Company, in addition to all other legal  remedies
available  to  it  at law or in equity, to seek  a  temporary  or
permanent injunction to enjoin such breach or threatened  breach.
Such  injunction shall be available without the  posting  of  any
bond or other security, and the Executive hereby consents to  the
issuance of such injunction.

<PAGE>
          10.3 Binding Effect.  This Agreement shall inure to the
benefit  of, be binding upon and enforceable against, the parties
hereto and their respective successors, heirs, beneficiaries  and
permitted assigns.

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

          10.5 Notices.  All notices, requests, demands and other
communications required or permitted to be given hereunder  shall
be  in  writing and shall be deemed to have been duly given  when
personally  delivered,  sent  by registered  or  certified  mail,
return   receipt  requested,  postage  prepaid,  or  by   private
overnight mail service (e.g. Federal Express) to the party at the
address set forth above or to such other address as either  party
or  the  Company may hereafter give notice of in accordance  with
the  provisions  hereof.  Notices shall be deemed  given  on  the
sooner  of  the date actually received or the third business  day
after sending.

          10.6 Waiver.  The waiver by either party of a breach of
any provision of this Agreement shall not operate or be construed
as  a continuing waiver of any subsequent breach by either party.
No  waiver  by either party of any provision or condition  to  be
performed  shall  be  deemed a waiver of  similar  or  dissimilar
provisions  or  conditions  at the same  time  or  any  prior  or
subsequent time.  No waiver by either party of any provisions  or
condition to be performed shall be deemed a waiver of similar  or
dissimilar provisions or conditions at the same time or any prior
or subsequent time.

          10.7 Governing Law; Jurisdiction and Venue.  Regardless
of  the place of performance, this Agreement shall be governed by
and  construed in accordance with the laws of the State of  Texas
without   giving  effect  to  such  State's  conflicts  of   laws
provisions.

          10.8 Arbitration.  Any controversy or claim arising out
of or relating to this Agreement, or the breach thereof, shall be
settled  by binding arbitration in accordance with the Commercial
Arbitration  Rules  of  the American Arbitration  Association  in
Austin,  Texas,  and  judgment upon the  award  rendered  by  the
arbitrator  may  be  entered  in any  court  having  jurisdiction
thereof,  and shall not be appealable.  Judicial proceedings  may
be  commenced  only to enforce this arbitration agreement  or  to
enforce   the   results  of  arbitration;  provided   that   such
prohibition  shall not apply in the event that  a  court  ordered
injunction  is  an  appropriate  remedy  for  a  breach  of  this
Agreement.

           10.9  Severability.  If, for any reason, any provision
of  this  Agreement  is held invalid, such invalidity  shall  not
affect any other provision of this Agreement not held so invalid,
and each such other provision shall to the full extent consistent
with law continue in full force and effect.  If any provision  of
this  Agreement  shall be held invalid in part,  such  invalidity
shall  in  no way affect the rest of such provision not  held  so
invalid, and the rest of such provision, together with all  other
provisions of this Agreement, shall to the full extent consistent
with law continue in full force and effect.

<PAGE>
          10.10     Counterparts.  This Agreement may be executed
simultaneously in one or more original or facsimile counterparts,
each  of  which  shall be deemed an original, but  all  of  which
together shall constitute one of the same instrument.

      IN  WITNESS WHEREOF, the parties hereto have executed  this
Agreement as of the date set forth above.

COMPANY:                      SUNRIVER CORPORATION



By:___________________________________

Name:_________________________________

Title:__________________________________





EXECUTIVE:

_____________________________________