<PAGE>
                      Exhibit 10(a)

          SEPARATION AGREEMENT AND GENERAL RELEASE

       THIS   SEPARATION  AGREEMENT  AND  GENERAL  RELEASE
(this "Agreement") is made and entered into as of November
1,  1996  ( the  "Effective  Date"), by and  among  [          ] a
resident  of Travis  County,  Texas ("Employee"),  and  SUNRIVER
CORPORATION,   a   Delaware corporation   ("SRC"),    TradeWave
Corporation,  a  Delaware  corporation ("TWC"),  and   Boundless
Technologies, Inc., a Delaware corporation ("BTI") (SRC, TWC, and BTI
are sometimes collectively referred to in this Agreement  as the
"Company").

                    W I T N E S S E T H:

      WHEREAS, Employee has been employed as an executive
officer of SRC and/or TWC and/or BTI; and

      WHEREAS,   Employee and SRC and/or TWC have entered
into  a certain Employment Agreement (the "Employment
Agreement"), a copy of which is attached as Exhibit A to this
Agreement; and

      WHEREAS,  the Company (expressly including SRC and/or TWC,
as the employer of Employee pursuant to the Employment Agreement)
and  Employee  wish  to  end the employment relationship  between
them  and to terminate the Employment Agreement and to do  so  on
amicable and mutually agreeable terms; and

      WHEREAS, Employee and SRC and/or TWC have entered into one
or more Stock Option Agreements (Incentive Stock Option) (whether
one  or more, the "Stock Option Agreement"), a schedule of  which
is attached as Exhibit B to this Agreement, pursuant to which SRC
and/or  TWC  have granted options to Employee (the "Options")  to
purchase  shares  of common stock of  SRC  and/or  TWC  ("Common
Stock"),  upon the terms and subject to the conditions  contained
in the Stock Option Agreement; and

      WHEREAS,  Employee and the Company (expressly including SRC
and/or TWC, as the grantor of the Options to Employee pursuant to
the  Stock Option Agreement) desire to accelerate the vesting  of
the Options and to provide for the exercise of the Options as  to
such shares during the three -year period following the Effective
Date; and

      WHEREAS, Employee and the Company desire to  settle any
open  issues  which  may exist between them, including, but  not
limited  to,  any  open  issues  that  arise  out of  Employee's
employment with the Company (expressly including SRC and/or  TWC,
<PAGE>
as the employer of Employee pursuant to the Employment Agreement)
or his separation from such employment;

      NOW, THEREFORE, in consideration of the premises and mutual
promises  herein contained, and other consideration, the  receipt
and sufficiency of which is hereby acknowledged, it is agreed  as
follows:

          1.    TERMINATION  OF  EMPLOYMENT AGREEMENT; VOLUNTARY
          RESIGNATION
          
      A.    The  Employment Agreement is hereby  terminated and,
except  for  provisions which by their terms are to  survive the
termination  of  the  Employment Agreement  (expressly including
those  included in Section 6 of the Employment Agreement, if  the
Employment Agreement is between Employee and SRC, and  Section  5
of  the  Employment  Agreement, if the  Employment  Agreement  is
between  Employee and TWC, subject, however, to the modifications
to  the  non-competition  covenant contained  in  the Employment
Agreement  that  are  provided  for  in  Section 6.B.  of   this
Agreement), is of no further force or effect.

      B.   Employee, concurrently with the Effective Date of this
Agreement,  shall  voluntarily resign from  employment  with the
Company  (expressly including SRC and/or TWC, as the employer  of
Employee pursuant to the Employment Agreement) by the delivery to
the  Company of a letter of resignation in the form of Exhibit  C
attached  to  this  Agreement (the "Letter of Resignation"),  and
shall thereafter  be  relieved  of  all  day-to-day  duties  and
responsibilities  as  an  employee  of  the  Company (expressly
including SRC and/or TWC, as the employer of Employee pursuant to
the  Employment Agreement).  Employee's resignation shall include
all offices held by Employee in the Company and any Affiliates of
the Company for which Employee has been elected an officer.

      C.   Employee, concurrently with the Effective Date of this
Agreement,  by  the  delivery to the Company  of  the Letter  of
Resignation,  shall  voluntarily resign  as  a director  of  the
Company  and of each Affiliate of the Company on whose  board  of
directors Employee serves (provided, that Gerald Youngblood  does
not intend to, and will not be required to, resign from the board
of directors of SunRiver Group, Inc., a Delaware corporation).

      D.   Employee, concurrently with the Effective Date of this
Agreement,  by  the  delivery to the Company  of  the Letter  of
Resignation,  shall voluntarily resign as a voting trustee  under
the  Voting Trust Agreement dated as of September 27, 1996, among
SRC, TWC, Donald Hackett, and Employee, if Employee is a party to
the Agreement.

<PAGE>
          2.   CONSIDERATION FROM THE COMPANY; CERTAIN AGREEMENTS
          OF THE COMPANY

      A.    Upon  Employee's  execution  of  this  Agreement
and submission of the Letter of Resignation as provided in
Section 1, the  Company  agrees to pay the amounts set forth as
"Separation Payments"  (herein  so  called) on Exhibit D
attached  to  this Agreement,  in  the  manner set forth on
Exhibit  D.   Employee understands and agrees that the Separation
Payments are  all  the payments that he will receive from the
Company and that  he  will not  be entitled to receive any
further salary, bonuses, accrued but unused vacation, expense
reimbursement, or similar  payments from the Company  after  the
effective  date  of Employee's resignation.   Employee  (i)
acknowledges  that  the Separation Payments  may  be  less than,
and are in lieu of, the  severance payments  that  would  be
payable  to Employee  under   certain circumstances  pursuant  to
the Employment  Agreement,  and  (ii) understands and agrees that
the Separation Payments to be made by the  Company are more than
he would be entitled to receive  as  a terminating/resigning
employee  under   the   Company's normal policies  and
procedures and represents sufficient consideration for the
releases contained in this Agreement and the promises  of
confidentiality,  non-competition, and non-solicitation  provided
in  the  Employment Agreement and reaffirmed by Employee in  this
Agreement.

       B.     As   additional  consideration  to  Employee,   and
notwithstanding  the  terms of the Stock  Option  Agreement, the
Company  (expressly including SRC and/or TWC, as the grantor  of
the  Options to Employee pursuant to the Stock Option  Agreement)
hereby agrees to accelerate the vesting of the Options as to  all
the  shares  of  the  Common Stock covered by  the  Stock  Option
Agreement  (the  "Vested Option Shares"), with the  effect  that,
upon  the Effective  Date  and for the  period  of  three  years
following  the  Effective Date, Employee  shall  be entitled  to
purchase  the  Vested Option Shares in the manner,  and  for  the
purchase  price,  contemplated by the  Stock  Option  Agreement;
provided, that upon the exercise of the Options as to any or  all
of  the Vested Option Shares, Employee and SRC will enter into an
agreement,  in  form  and substance acceptable  to  SRC  and its
counsel,   under  the terms of which Employee  will agree  to  a
partial lock-up of the Vested Option Shares for a period  of  six
months  following the Effective Date, during which Employee  will
agree  that  he will not sell more than 50% of the Vested  Option
Shares.

       C.   The Company agrees to take all steps to cause
<PAGE>
Employee to  be  vested  in  the retirement and/or pension plans
of  the Company  to  which  Employee  is  entitled by  virtue of
his employment.

      D.    The  Company agrees to take all reasonable
steps  to cause  any  and  all  life insurance policies
maintained  by the Company  on  Employee's life to be transferred
and assigned  to Employee; provided, that the Company makes no
representations  or warranties to Employee with respect to the
assignability of any such life insurance  policies; and
provided,  further,  that Employee (i) shall assume all
responsibility for the payment  of premiums  and  the performance
of all other obligations  of  the owner of any such policies, and
(ii) shall execute and deliver to the Company and the issuers of
any such policies any and all such agreements or other documents
as may be requested by the  Company and/or   such  issuers  to
evidence  the assumption  of such responsibility and obligations.

      E.   The Company agrees to take all reasonable steps
and use its best efforts to maintain in force and effect, for a
period of not  less than six years following the Effective Date,
director's and  officer's  liability  insurance policies
identical to, or substantially similar to, the director's and
officer's  liability insurance  policies of the Company currently
in  effect, naming Employee  as  an insured; provided, that the
Company  makes  no representations and warranties to Employee
with  respect  to its ability  to obtain any such policies in the
future in the  event the policies currently in existence
terminate or are canceled  by the issuers thereof.

       F.    In the event Employee dies before all amounts
payable to  Employee  under the terms of this Section  2  are
paid, all unpaid  amounts  shall be paid to the personal
representative  of Employee's estate in accordance with the terms
of this Agreement. The  personal representative of Employee's
estate shall also have the  right  to  exercise any of the
Options which have  not  been exercised  by the date of
Employee's death, during the period  of exercise provided in this
Agreement.

        G.    SRC,  TWC, and BTI are intended to be joint
obligors under  this Agreement, and each of SRC, TWC, and BTI
agrees that it  is  obligated  to perform the agreements of the
Company  set forth in this Section 2 as if it were the "Company"
named herein.

     3.   MUTUAL RELEASE

A.     As a material inducement to the Company to enter into
<PAGE>
this Agreement, Employee  hereby  irrevocably  and
unconditionally releases, acquits, and forever discharges the
Company and each of the  Company's  stockholders (other than
SunRiver  Group,  Inc.), predecessors,  successors, assigns,
agents, directors,  officers, employees, representatives,
attorneys,   parent   companies, divisions,  subsidiaries,  and
Affiliates  (other  than SunRiver Group,   Inc.)  (and  agents,
directors, officers, employees, representatives,   and  attorneys
of  such parent companies, divisions,  subsidiaries, and
Affiliates), past or  present,  and all persons acting by,
through, under, or in concert with any  of them,  or  any  of
them, including without  limitation, Jeffrey Moore, Matthew
Moore,  Robert  Shephard,  John  Trube,  Gerald Youngblood, Jimmy
Hood, Daniel Matheson, and the law  firms  and lawyers of Locke
Purnell Rain Harrell, P.C. (including, but  not limited  to,
Daniel N. Matheson, Jane A. Matheson, and Curtis  R. Ashmos),
Werbel  & Carnelutti (including, but not  limited  to, Steve
Davis), and Fischbein Badillo Wagner Harding  (including, but
not  limited to, Joe Cannella) (all of  the  foregoing  are
collectively  called "Releasees"), from  any and all charges,
complaints, claims, liabilities, obligations, promises,
agreements, controversies, damages, actions, causes  of  action,
suits, rights,  demands,  costs,  losses,  debts,  and  expenses
(including attorneys' fees and costs actually incurred),  of any
nature  whatsoever, known or unknown, suspected  or unsuspected,
including, but not limited to, any rights arising out of  alleged
violations  of any contract, express or implied, any covenant  of
good  faith and fair dealing, express or implied, any  tort,  any
legal restrictions on the Company's right to terminate,
discipline, or otherwise manage employees, or any federal, state,
or other governmental  statute, regulation, or ordinance,
including, but  without limitation, the Age Discrimination in
Employment  Act, Title VII of the Civil Rights Act of  1964, the
Civil Rights Act of 1991, the Civil Rights Act of 1866, the
Americans  With  Disabilities Act, the Fair Labor Standards  Act,
the Employee Retirement Income Security Act, the Consolidated
Omnibus Budget Reconciliation Act, the Occupational Safety and
Health Act, the  Family and Medical Leave Act, the Texas
Commission on Human Rights Act, the Texas Payday  Law,  and  the
Texas Workers' Compensation Act, which Employee now has or claims
to have, or which Employee at any time heretofore had, or claimed
to  have, against each or any of the Releasees arising out of or
related to any matter, event, fact, act, omission, cause, or
thing  which  existed, arose, or occurred on or  prior to the
execution of this Agreement.  Without limiting the generality  of
the foregoing, and except as expressly provided herein,  Employee
expressly releases Releasees from any claim Employee may have, or
claim  to  have,  with respect to capital stock,  stock  options,
stock  warrants, or other equity securities that might have  been
issued or granted to Employee in the future by the Company.

<PAGE>
B.    As  a  material inducement to Employee to enter  into this
Agreement,  the  Company hereby irrevocably  and unconditionally
releases, acquits, and forever discharges Employee and  each  of
Employee's consultants and attorneys, including without
limitation, the law firms and lawyers of McCamish & Groce,  P.C.
(including, but not limited to, John McCamish,  Jr.  and  Harold
Socks), Andrews & Kurth, L.L.P. (including, but not limited  to,
John  Cabaniss  and James Myers), and Richards, Layton  & Finger
(including, but not limited to, Don Dreisbach and Tom Beck), from
any and all charges, complaints, claims, liabilities,
obligations, promises, agreements, controversies, damages,
actions, causes of action, suits, rights, demands, costs, losses,
debts, and expenses (including attorney's fees and costs actually
incurred), of any nature whatsoever, known or unknown,  suspected
or unsuspected, including, but not limited to, any rights arising
out  of  alleged violations of any contract, express or  implied,
any  covenant of good faith and fair dealing, express or implied,
or  any  tort, which the Company, and/or its respective  officers
and  directors, now has, or claims to have, or which the  Company
at  any time heretofore had, or claimed to have, against Employee
or  any other party released herein arising out of or related  to
any  matter, event, fact, act, omission, cause, or  thing  which
existed, arose, or occurred on or prior to the execution of  this
Agreement.

C.   Nothing contained in this Agreement is intended to limit, or
shall  be  construed as limiting, the right  of the  Company  or
Employee  to  assert any claim against the other or  against  any
other  person  or entity, related to any action or omission  that
occurs   after  the  Effective Date,  expressly  including
any violation  of  any  covenant  or  agreement  contained  in
this Agreement.

[Note: The following bracketed language appears only in Gerald
Youngblood's agreement:  Nothing  contained  in this Agreement
is  intended  to  limit,  or  shall  be construed as limiting,
(a) the right of Gerald F. Youngblood to  assert  any claim
against William M. Moore, Jeffrey K. Moore, Matthew Moore,
SunRiver  Group, Inc., or any other person or entity  related  to
the claims, items, issues, and asserted obligations set forth  in
Exhibit  F hereto (the "Youngblood Claims"), or (b) the right  of
William  M. Moore,  Jeffrey K. Moore,  Matthew  Moore,  SunRiver
Group, Inc., or any other person or entity to assert  any  claim
against Youngblood related to the Youngblood Claims or to Gerald
F.   Youngblood's   actions,  omissions,   conduct, activities,
decisions, or  the  performance of his alleged obligations  and
duties  as trustee on behalf of Jeffrey K. Moore and/or  Matthew
Moore  or  as  voting trustee under the one or more Voting  Trust
<PAGE>
Agreements entered among certain holders of the capital stock  of
SunRiver Group, Inc.]

D.     In  accordance  with  the  terms  of  the Indemnification
Agreement (hereinafter defined), insofar as it is applicable in a
particular instance,  and all applicable statutes,  the  Company
agrees to pay the reasonable legal fees and expenses incurred  by
Employee  in  connection  with  any  litigation or  other  legal
proceeding in which Employee is a named defendant or witness  and
which relates to any claim or claims from which Employee has been
released by the Company pursuant to paragraph B. of this  Section
3.   Moreover, Employee shall be entitled to select  counsel  to
represent Employee in connection with Employee's defense  of  any
such claim  or claims, provided  that such counsel  selected  by
Employee  must  be  acceptable to the Company in  its reasonable
discretion.
                                
       E.    Company  acknowledges that  Employee  is  or
may  be entitled to indemnification under the circumstances
contemplated by  a  certain Indemnification Agreement (herein so
called) dated as  of  September 3, 1996, between Employee and TWC
and/or  SRC, that the Indemnification Agreement remains in
effect, and that nothing  contained  in this  Agreement  is
intended  to  modify Employee's rights under the Indemnification
Agreement;  provided that Employee acknowledges and agrees that
the  Indemnification Agreement is limited in application to the
services of  Employee as a director and/or an officer of TWC
and/or SRC.  A copy of the Indemnification  Agreement  to  which
Employee  is  a party  is attached  to  this Agreement as Exhibit
E.  In the event  of  any conflict between   this  Agreement and
the Indemnification Agreement, the terms of the latter will be
controlling.

     4.   NO ADMISSION OF LIABILITY
                                
       This  Agreement  shall not in any way be  construed
as an admission  by  the  Company  or others  released  herein
of any liability whatsoever, or as an admission by the Company or
others released  herein that they have acted wrongfully with
respect  to Employee,  or  any other person, or that Employee, or
any  other person,  has any rights whatsoever against the Company
or  others released herein.   The  Company  and  others  released
herein specifically  disclaim any liability to or wrongful acts
against Employee,  or any other person, on the part of
themselves,  their partners,  their officers, their employees,
their attorneys,  or their agents.  It is understood and agreed
that this Agreement is made  by  the  Company  and  others
released  herein  purely  to compromise any disputed claims,
avoid litigation, and  obtain  a resolution of any open issues
between the parties.

<PAGE>
     5.   NO COMPLAINTS FILED

      Employee  represents that he has not heretofore  filed any
charges  or  complaints  against the Company  with  any federal,
state,   or   local  governmental,  judicial,  or administrative
agencies. Employee further agrees that he  will  not  file  any
charges  or  complaints, or initiate any suit or action,
against the  Company  based  on his employment with the Company
or  the termination of such employment; provided, that nothing
contained in  this  Section  5 shall be deemed to prohibit  any
charge  or complaint  filed  by Employee after the Effective
Date  for  the purpose  of enforcing the terms and conditions of
this Agreement, or the Indemnification  Agreement,  or  of
asserting  damages resulting from a breach of this Agreement or
the Indemnification Agreement by the Company.

     6.   CONFIDENTIALITY AND COMPETITION AND NON-DISPARAGEMENT

       A.    Employee  acknowledges that he is  bound  by
certain confidentiality,  noncompetition,  nonsolicitation,  and
similar covenants  contained  in  the  Employment Agreement.
Except  as expressly  set forth in paragraph B. of this Section
6,  Employee hereby reaffirms each of such covenants and
agreements and hereby agrees  to be bound  by, adhere to, and
perform  each  of  his obligations  under  each of such covenants
and agreements during the periods set forth in the Agreement.

       B.     The   Employment Agreement sets forth certain
noncompetition covenants of Employee.  As provided in paragraph
A. of  this  Section 6, Employee has reaffirmed such  covenants;
however, the Company and Employee agree that, notwithstanding the
express language of the Employment Agreement, there shall  be  no
geographic limitation applicable to Employee's covenant of
noncompetition and the term Competing Business," as used in  the
Employment Agreement  hereafter shall mean (i) as to Gerald
Youngblood, John Osborne, and Roger Hughes, only the businesses
listed on Schedule I, and their respective successors and
assigns, and (ii) as to Roy Smith, only the businesses listed on
Schedule II, and their respective successors and assigns.

     C.   Employee and Company agree that each will not,
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 reputation or goodwill of each
other  or of  any  Releasee  or  any consultant or  attorney  of
Employee released by the Company under paragraph B. of Section 3
of  this Agreement.

<PAGE>
[Note: The following bracketed language appears only in Gerald
Youngblood's agreement:  Except, as to  Employee and Company,
statements, acts, or omissions related to  the matters set forth
in Exhibit F, are not subject to the provisions of this
paragraph.]

7.   CERTAIN REPRESENTATIONS AND WARRANTIES OF EMPLOYEE

      As  a material inducement to the Company to enter into this
Agreement, Employee hereby represents and warrants to the Company
as follows:

          (i) Employee is not indebted to the Company for cash
advances (whether  for  expenses  or  other  purposes) or
otherwise.
     
          (ii)  All  proprietary information or data  and other
property  of  the  Company that was  in  the possession  of
Employee has been delivered to the Company, and Employee has not
retained copies or duplicates of any such property that was
susceptible to  being copied or duplicated  (provided, that
Gerald Youngblood shall have three days following  the Effective
Date to deliver property of the Company that is in his
possession  and  located at his  residence in  Austin, Texas).

          (iii)      The Employment Agreement, the Stock Option
Agreement,  and the Indemnification Agreement are  the  only
agreements  between Employee and the Company,  and  Employee
claims  no  contractual rights with respect to  the  Company that
are not embodied in the Employment Agreement, the Stock Option
Agreement, and the Indemnification Agreement.

8.   RIGHT TO ELECT CONTINUED COVERAGE

          Employee  acknowledges receipt of a Group  Health
Benefits Right  of  Continuation Notice, if applicable, by which
he  may elect,  within  60 days following the Effective  Date,
continued coverage under the Company's medical plan.  The Company
agrees to pay for such continued medical benefits coverage for
Employee for a  period  of  up to  18 months following  the
Effective  Date; however,  the Company's obligation to continue
paying  for  such coverage will  terminate immediately and
automatically  at  such time as  Employee  accepts employment
with a  third  party,  and Employee agrees to give the Company
prompt written notice of his acceptance of any such employment.

9.   ENFORCEMENT OF AGREEMENT
                                
       In  the  event Employee successfully brings suit to
<PAGE>
enforce this  Agreement, the Company agrees to pay to Employee an
amount equal  to  twice the amount of any unpaid Separation
Payments  at the  time  of  the resolution  of  such  suit,  plus
reasonable attorneys' fees and reasonable costs and expenses
related to such litigation,  incurred  by  Employee in enforcing
the  terms and conditions  of this Agreement.  Employee will be
deemed to  have been  successful  in  his  claims if  he
substantially  prevails against the Company for any cause of
action asserted by Employee. The  amounts  set forth herein are
not intended as a penalty  and are  based on the uncertain nature
of litigation and the inherent inability to fully and accurately
assess damages which may result from any failure to comply with
the terms and conditions of this Agreement.

     10.  COOPERATION
                                
        A.   During the period beginning on the Effective
Date, and ending  on the earlier of (x) April 30, 1997 or (y) the
date  on which  the  Company  or  Employee gives the  other a
Consulting Cancellation Notice  (hereinafter  defined)  (the
"Consulting Period"),  Employee  (i)  will  take  all  reasonable
steps to reasonably  cooperate  in the transfer of  Employee's
duties  to those persons designated by the Company and (ii) will
assist  the Company in such manner, and at such time or times (on
a full-time or  part-time basis), as may be requested by the
Company.  During the  Consulting  Period, Employee agrees that he
will  not  begin permanent, fulltime employment with any person
or entity without the Company's consent (which will not be
unreasonably withheld). During the Consulting Period, Employee
will be compensated by the payment  of  consulting fees at
Employee's current salary  level (but  without  bonus or any
other benefits) and the reimbursement of  out-of-pocket expenses
approved by the Chairman of the  Board or  the  President  of
SRC (Roger Hughes  will  be  entitled  to reimbursement  for his
living expenses on the same  basis  as  in effect prior to the
Effective Date).  The Company or Employee may terminate the
consulting  arrangement  contemplated   by   this paragraph and
thereby end the Consulting Period at any time after the
Effective  Date by the delivery to the other  of a  written
notice of termination (a "Consulting Cancellation Notice").  Upon
the termination or expiration of the Consulting Period, whichever
occurs  first, the Company will begin the payment to Employee  of
Separation Payments in the manner provided on Exhibit D.
                                
          B.    Employee  further agrees that, without
subpoena,  he will,  at  the  Company's  request  and expense
(such  expenses including,  but  not  limited to, attorneys'
fees  and  expenses incurred  by Employee), testify in any
judicial or administrative proceedings to which the Company is a
<PAGE>
party with respect  to  any matter involving  the affairs of the
Company  of  which  he  has knowledge.

     11.  NON-DISCLOSURE

      Subject to the requirements of state and federal laws, each
of Employee, TWC, SRC, and BTI agrees that he or it will keep the
terms, amount, and fact of this Agreement confidential, and he or
it will not disclose any information concerning this Agreement to
any  third person, including, but not limited to,  any  past  or
present  employees  of TWC, SRC,  and  BTI,  except  as  may  be
required by law and for disclosure to the several banks that  are
lenders to the Company.

     12.  OWNERSHIP OF CLAIMS

      Employee represents that he has not heretofore assigned  or
transferred, or purported to assign or transfer, to any person or
entity,  any  claim  or  claims released herein  or  any  portion
thereof, or interest therein.

     13.  SUCCESSORS

      This  Agreement  shall  be binding upon  Employee  and
the Company and   upon  their respective  heirs,   administrators,
representatives,  executors, successors, and assigns,  and
shall inure  to the benefit of the parties and others released
herein, and  each of them, and to their respective heirs,
administrators, representatives, executors, successors, and
assigns.

     14.  GOVERNING LAW

      THIS  AGREEMENT  SHALL  IN  ALL  RESPECTS  BE INTERPRETED,
ENFORCED AND GOVERNED UNDER THE LAWS OF THE STATE OF TEXAS.

     15.  VENUE; SERVICE OF PROCESS
                                
      Any  litigation arising out of or in connection  with
this Agreement, whether initiated by Employee or the Company,
shall be brought in the district courts of Travis County, Texas,
or in the United  States District Court for the Western District
of  Texas. Employee, for himself and his successors and assigns,
hereby  (a) irrevocably submits to the nonexclusive jurisdiction
of the state and  federal courts of the State of Texas and agrees
and consents that service  of  process may be made  upon  him  in
any  legal proceeding arising out of or in connection with this
Agreement by service  of  process  as provided by Texas Law, (b)
irrevocably waives,  to  the fullest extent permitted by law,
any  objection which he may now or hereafter have to the laying
<PAGE>
of venue of  any litigation  arising out of or in connection with
this  Agreement brought in the district courts of Travis County,
Texas, or in the United  States District Court for the Western
District of  Texas, Austin, Texas,  (c)  irrevocably  waives  any
claims  that  any litigation  brought  in any such court has
been  brought in  an inconvenient  forum, (d) irrevocably
consents to the service  of process  out  of  any of the
aforementioned courts  in  any  such litigation  by  the mailing
of copies thereof by certified  mail, return  receipt  requested,
postage prepaid, to Employee  at  his address  set  forth herein,
and (e) irrevocably agrees  that  any legal proceeding  against
the Company  arising  out  of  or  in connection  with this
Agreement shall be brought in the district courts  of Travis
County, Texas, or in the United States District Court for the
Western District of Texas, Austin, Texas.

     16.  PROPER CONSTRUCTION
                                
        A.    The language of all parts of this Agreement
shall  in all  cases be construed as a whole according to its
fair meaning, and not strictly for or against any of the parties.

      B.     The  section  headings used in  this  Agreement are
intended solely for convenience of reference and shall not in any
manner  amplify,  limit,  modify, or otherwise  be used  in  the
interpretation of any of the provisions hereof.

     17.  SEVERABILITY

      The provisions of this Agreement are severable, and if any
part  of  it  is found to be unenforceable, the other provisions
shall remain valid and enforceable.

     18.  COUNTERPARTS

     This Agreement may be executed in any number of counterparts
and  by  different parties hereto in separate counterparts,  with
the  same  effect as if all parties had signed the same document.
All  such  counterparts  shall be deemed an  original,  shall  be
construed  together,  and shall  constitute  one  and  the  same
instrument.

     19.  ENTIRE AGREEMENT
          
     This Agreement sets forth the entire agreement between  the parties
hereto, and fully supersedes any and all prior agreements or
understandings between the parties hereto pertaining  to  the subject
matter  hereof, except for provisions of the  Employment Agreement  that
are intended to survive the termination  of  the Employment  Agreement.
No amendment  or modification  of  this Agreement  shall  be valid
<PAGE>
unless in writing and signed  by  all parties, and approved by
resolution of the board of directors  of SRC, TWC, or BTI, as the case
may be.

      20.   RIGHT  TO  CONSULT  AN ATTORNEY  AND  PERIOD FOR
CONSIDERATION OF AGREEMENT

      Employee is given a period of twenty-one days to review and
consider this Agreement before signing it.  He may use as much of
this twenty-one day period as he wishes before signing and he  is
encouraged  to  consult  with  an attorney  before  signing  this
Agreement.   Employee understands that whether or not to  consult
with an attorney is his decision.

     21.  RIGHT TO REVOKE AGREEMENT

      Employee may revoke this agreement within seven days after
signing  it.  Revocation  can be made by  delivering  a written
notice of revocation to the Chairman of the Board of the Company.
For  this  revocation  to be effective, written notice  must  be
received  by  the Chairman of the Board of the Company  no  later
than  the  close  of business on the seventh day  after  Employee
signed  this  Agreement.  If Employee revokes this Agreement,  it
will not be effective or enforceable unless Employee
simultaneously tenders back to the Company any payments described
in Section 2 theretofore made to Employee.

     22.  FULL AND INDEPENDENT KNOWLEDGE
                                
      Employee represents and agrees that he is fully aware
of his right to discuss any and all aspects of this Agreement
with his attorney or with representatives of any federal, state,
or  local agency,  that he has been encouraged to do so, and
that  he  has availed himself of that right to the full extent,
if any, that he desired, that he has carefully read and fully
understands all  of the provisions  of  this Agreement, and that
he  is  voluntarily entering into this Agreement.

     23.  NO RELEASE OF FUTURE CLAIMS

     This  Agreement  does not waive or release  any rights  or
claims  that  Employee may have under the Age Discrimination  in
Employment Act which are based upon acts or omissions that  occur
after the  date  Employee  signs this  Agreement and are not
otherwise permitted or allowed by this Agreement.

     24.  EFFECTIVENESS OF AGREEMENT

      Anything to the contrary contained in this Agreement to the
contrary   notwithstanding,  this  Agreement  will not become
<PAGE>
effective or binding on the Company unless and until the  Company
receives  the  Letter  of  Resignation and  similar  letters  of
resignation,  acceptable  to  the Company, from each of the
following individuals: (i) Gerald Youngblood; (ii) Roger  Hughes;
(iii) John Osborne; (iv) Roy Smith; (v) Sam Smith; and (vi) Ron
Brittian.

     25.  NOTICES AND RIGHT TO CURE

     A.   Any notice, communications, consent request, or demand
from one party to another must be in writing to be effective  and
shall be deemed to have been given on the day actually delivered
personally or by facsimile, or if mailed, on the fourth  business
day  after it is enclosed in an envelope, addressed to the  party
to  be notified at the address indicated below, properly stamped,
sealed, and deposited in U.S. mail.  Either party may change its
address or facsimile number for notices, at any time, by  giving
the other  party  written  notice  of  the  new  address  and/or
facsimile  number ten (10) days in advance of the date  on which
the  party changing said address desires same to be valid for the
purposes hereof.  The address and facsimile number for each party
is as follows:

     If to Employee:

     As set forth on the signature page hereof.

     If to Company:

     c/o SunRiver Corporation
     Attn.:    President
     Echelon IV, Suite 200
     9430 Research Boulevard
     Austin, Texas 78759-6543           Facsimile/ (512) 3495831

B.   Notice of Default

      If  any party to this Agreement asserts that another party
has  breached  or is breaching this Agreement, the non-breaching
party  shall provide written notice of the alleged breach by  the
fastest   available   communication to  the   breaching   party.
Thereafter, the breaching party will have a period of  three  (3)
business days to cure the breach.
                                
      PLEASE READ THIS AGREEMENT CAREFULLY.  IT CONTAINS A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
                                
        I  ACKNOWLEDGE  THAT I  HAVE CAREFULLY READ  THE
FOREGOING AGREEMENT,  THAT I UNDERSTAND ALL OF ITS TERMS, AND
THAT  I  AM ENTERING INTO IT VOLUNTARILY.

<PAGE>
      I FURTHER ACKNOWLEDGE THAT I AM AWARE OF MY RIGHT TO REVIEW
AND CONSIDER THIS AGREEMENT AND TO CONSULT WITH AN ATTORNEY ABOUT
IT,  AND  STATE THAT BEFORE SIGNING THIS AGREEMENT,  I  EXERCISED
THESE RIGHTS TO THE FULL EXTENT THAT I DESIRED.

EMPLOYEE:

__________________________________
[                ]
Address for Notices:
__________________________________
__________________________________
__________________________________
__________________________________
Fax:_______________________________

STATE OF TEXAS
COUNTY OF TRAVIS

      BEFORE  ME,  the  undersigned Notary Public,  on  this day
personally  appeared [                     ] ("Employee"),
known to me to be the person who executed the foregoing
instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed.
                                
       GIVEN  under my hand and seal of office, this ____
day  of ________________, 1996.
                               __________________________________
                               Notary Public

                               __________________________________
                              (Printed or Stamped Name of Notary)
                               My Commission Expires:____________

SUNRIVER CORPORATION

By:______________________________ Its:________________________

TRADEWAVE CORPORATION


By:______________________________ Its:________________________


BOUNDLESS TECHNOLOGIES, INC.

By:______________________________ Its:________________________

<PAGE>
STATE OF TEXAS
COUNTY OF TRAVIS

      BEFORE  ME,  the  undersigned Notary Public,  on  this day
personally appeared,   ___________________  of  SunRiver
Corporation,  a   Delaware corporation,  known  to  me to be the
person  who  executed  the foregoing instrument, and acknowledged
to me that he executed the same  for  the purposes and
consideration therein expressed,  on behalf of said corporation.

      GIVEN  under my hand and seal of office, this ____  day of
________________, 1996.

                             __________________________________
                             Notary Public

                             ____________________________________
                             (Printed or Stamped  Name of Notary)

                             My Commission Expires:_____________

<PAGE>
STATE OF TEXAS
COUNTY OF TRAVIS

      BEFORE  ME,  the  undersigned Notary Public,  on  this day
personally appeared,   ___________________  of  TradeWave
Corporation,  a  Delaware corporation,  known  to  me to be the
person  who  executed  the foregoing instrument, and acknowledged
to me that he executed the same  for  the purposes and
consideration therein expressed,  on behalf of said corporation.

      GIVEN  under my hand and seal of office, this ____  day of
________________, 1996.

                              __________________________________
                              Notary Public

                              __________________________________
                              (Printed or Stamped Name of Notary)

                              My Commission Expires:____________

STATE OF TEXAS
COUNTY OF TRAVIS

      BEFORE  ME,  the  undersigned Notary Public,  on  this day
personally appeared, ___________________ of Boundless
Technologies, Inc., a Delaware corporation,  known  to  me to be
the  person  who  executed  the foregoing instrument, and
acknowledged to me that he executed the same  for  the purposes
and consideration therein expressed,  on behalf of said
corporation.

      GIVEN  under my hand and seal of office, this ____  day of
________________, 1996.

                               __________________________________
                               Notary Public

                               __________________________________
                              (Printed or Stamped Name of Notary)


                               My Commission Expires:____________

<PAGE>
                           SCHEDULE I
NCR
WYSE
HDS
IDEA
Tektronix
Maxspeed
NCD
Oracle (Network Computer Division)
SunMicrosystems (Network Computer Division)
IBM (Network Computer Division)
Digital Equipment Corporation (Network Computer Division)
Sony (Network Computer Division)
Apple (Network Computer Division)
Microsoft (Network Computer Division)

<PAGE>
                           SCHEDULE II
Netscape
Spry
Open Market
Connect
MEMCO
Security Dynamics
One Wave
Checkfree
Triteal
Oracle
Computer Associates
Sterling Corp.
Premenos
FTP Corp.
NetManage
Yahoo
Excite
Lycos
Infoseek
Magellan
Unibex
IBM (Global Network Division)

<PAGE>
                            EXHIBIT A
                                
                      EMPLOYMENT AGREEMENT
                                
<PAGE>
                            EXHIBIT B
                                
                    SCHEDULE OF STOCK OPTIONS
                                
                                 SRC          TRW

<PAGE>
                            EXHIBIT C
                                
                      LETTER OF RESIGNATION
                                
<PAGE>
                            EXHIBIT D
                                
                       SEPARATION PAYMENTS
                                
      Separation  payments payable to Employee, and  the time(s)
such Separation Payments are due and payable, are as follows:

      1.    Salary,  Vacation,  Sick  Leave,  and  Other
Regular Benefits.

      A.  Salary,  vacation,  sick  leave,  and  other regular
      benefits  through  the  Effective Date, payable  within
      five  business  days  after   the Effective Date.

      B.   The sum of $[       ] (the "Total Sum") (less
      applicable withholding)  payable in 12 installments as
      follows:
      
      (i)  An Initial Installment (herein so  called) in the
      amount which is 1/12th  of the  Total  Sum (less applicable
      withholding) payable within 10 business days following the
      expiration  or termination of the Consulting Period,
      whichever occurs first; and

      (ii)  Eleven additional installments, each in the
      amount which  is 1/12th  of  the  Total Sum  (less
      applicable withholding), on the 15th day of the calendar
      month  following  the  month  in  which   the Initial
      Installment is paid and on the  15th day  of each calendar
      month thereafter  until the Total Sum has been paid in
      full.

     2.   Expenses.
      
      Reimbursement of all properly incurred and reimbursable
      expenses  of  Employee incurred prior to the  Effective
      Date,  payable within 30 days after submission  of  the
      request for reimbursement.
      
<PAGE>
                            EXHIBIT E
                                
                    INDEMNIFICATION AGREEMENT
                                
<PAGE>
                            EXHIBIT F
                                
    (Note: This Exhibit F appears only in Gerald Youngblood's agreement.)
    
       1.    Youngblood's alleged ownership of one million
shares (the  "Preferred  Shares") of the Series  B  Preferred
Stock of SunRiver  Group, Inc. or Voting Trust Certificate(s)
representing the Preferred Shares and the voting of the Preferred
Shares.

      2.   The return to and recovery by Youngblood of copies of
any  and  all  records  of the Voting Trust  created  under that
certain  Voting Trust Agreement effective January  27, 1993,  as
amended  by  the  Amended  and Restated  Voting
Trust  Agreement effective April 24, 1995, and the originals of
any and all  other records and documents previously removed by
Jeffrey k. Moore from the files located in Youngblood's home.

     3.   The payment by Youngblood of $69,000 in January 1995
to Venture  First  II  L.P.  for the account of  Gerald
Youngblood, Trustee,  on behalf of Jeffrey K. Moore and Matthew
R.  Moore  in connection  with  the  purchase theretofore made by
Youngblood, Trustee,  of  1,500,000 shares of Series  B Preferred
Stock  of SunRiver Group, Inc.

     4.   The loan made in 1992 by Youngblood to William M. Moore
in the amount of $2,500 and the associated collateral or security
for the repayment of the loan.

      5.    Any and all stock option agreements and plans between
Youngblood and SunRiver Group, Inc. or its predecessors.