Employment Agreement - Sequoia Software Corp. and Richard C. Faint Jr.


                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 1st day of
January, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland
corporation (the "Company"), and RICHARD C. FAINT, JR. (the "Employee").

      IN CONSIDERATION OF the mutual covenants and agreements hereinafter set
forth, the parties hereto hereby agree as follows:

      1.    Employment.

      The Company hereby employs the Employee, and the Employee hereby accepts
employment with the Company, upon the terms and conditions hereinafter set
forth.

      2.    Term.

      Unless Employee's employment hereunder is terminated earlier pursuant to
Section 5 of this Agreement, Employee's employment hereunder shall begin on the
date hereof and shall expire two (2) years from the date hereof, provided that
upon the expiration of the first two (2) years of such employment, the
Employee's employment hereunder shall continue for additional consecutive
extension terms of one (1) year each until either party gives notice of
termination to the other at least one hundred eighty (180) days prior to end of
the then current term. The term of employment described in the immediately
preceding sentence, including any extensions but without giving effect to any
earlier termination provided for under Section 5 of this Agreement, is
hereinafter described as the "Contract Term." The period of time during which
the Employee actually is employed hereunder, giving effect to any termination
of employment under Section 5 of this Agreement, is hereinafter described as
the "Term."

      3.    Duties and Responsibilities.

            3.1   During the Term, the Employee shall devote his full attention
and expend his best efforts, energies, and skills, on a full-time basis, to the
business of the Company and any corporation, partnership or other entity
controlled by the Company (each, a "Subsidiary"). For purposes of this
Agreement, the term the "Company" shall mean the Company and all Subsidiaries.

            3.2   During the Term, the Employee shall serve as the Chief
Executive Officer of the Company. In the performance of all of his
responsibilities as Chief Executive Officer hereunder, the Employee shall be
subject to all of the Company's policies, rules and regulations applicable to
its employees of comparable status, shall report directly to, and be subject to
the direction and control of, the Board of Directors of the Company, and shall
perform such duties as shall reasonably be assigned to him by the Board of
Directors and are consistent with those duties assigned employees of comparable
status. In performing such duties, the Employee will be subject to and abide
by, and will cause employees of the Company to be subject to and abide by, all
policies and procedures developed by senior management of the Company. During
the Term, the Employee

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shall be based in offices located within a radius of forty-five (45) miles of
the Baltimore, Maryland city center, and, other than business travel of
reasonable amounts and duration, Employee shall not be required to perform
services outside of the greater Baltimore, Maryland metropolitan area.

            3.3   In order to induce the Company to enter into this Agreement,
the Employee represents and warrants to the Company that (a) the Employee is
not a party or subject to any employment agreement or arrangement with any
other person, firm, company, corporation or other business entity, and (b) the
Employee is subject to no restraint, limitation or restriction by virtue of any
law, any contract or otherwise which would impair the Employee's right or
ability (i) to enter the employ of the Company, or (ii) to perform fully his
duties and obligations pursuant to this Agreement.

      4.    Compensation and Benefits.

            4.1   For all services rendered by the Employee under this
Agreement, the Company shall pay or cause to be paid to the Employee, and the
Employee shall accept, the Base Salary (as such term is hereinafter defined in
this Article 4) and participation in the Sequoia Software Corporation 2000
Stock Incentive Plan, all in accordance with and subject to the terms of this
Agreement. The term "Compensation" shall mean the Base Salary and participation
in the Sequoia Software Corporation 2000 Stock Incentive Plan.

            4.2   During the Term, the Company shall pay the Employee a "Base
Salary" at an annual rate of One Hundred Seventy-Five Thousand Dollars
($175,000), payable in installments in accordance with the Company's regular
payroll practices and subject to all withholding required by law. The Board of
Directors of the Company shall review the Base Salary of the Employee at least
annually and may grant increases thereto in its sole discretion.

            4.3   During the Employee's employment under this Agreement, the
Employee shall be eligible to participate in the Sequoia Software Corporation
2000 Stock Incentive Plan, and other stock plans as may be maintained by the
Company from time to time, in whole or in part. The Employee's awards under
such stock plans shall be determined by the Company, the Board of Directors or
such person or administrative body as provided under such plans.

            4.4   During the Term, the Employee shall be entitled to (i)
participation in such employee retirement, and welfare benefit plans, programs,
policies and arrangements as maintained by the Company from time to time, in
whole or in part, for employees of his level; subject to, and to the extent
that, the Employee is eligible under such benefit plans in accordance with
their respective terms (ii) paid vacation, holidays, leave of absence, leave
for illness, funeral leave and temporary disability leave in accordance with
the policies of the Company; and (iii) perquisites as from time to time
provided by the Company to employees of his level.

            4.5   During the Term, the Employee is authorized to incur
reasonable expenses in the performance of his duties hereunder. The Company
shall reimburse the Employee for all such

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expenses upon the presentation by the Employee, not less frequently than
monthly, of signed, itemized accounts of such expenditures and vouchers, all in
accordance with the Company's procedures and policies as adopted and in effect
from time to time and applicable to its employees of comparable status.

      5.    Termination.

            5.1   The Company may terminate the Employee's employment under
this Agreement at any time for Cause. "Cause" shall exist for such termination
if Employee (i) is adjudicated guilty of a felony by a court of competent
jurisdiction, (ii) commits any act of fraud or intentional misrepresentation,
(iii) has materially breached any covenant set forth in this Agreement or
willfully violated any direction of the Board of Directors of the Company,
which breach or willful violation the Employee has not cured within thirty (30)
days following notice by the Board of Directors to the Employee of the breach
or willful violation, or (iv) has made any material misrepresentation to the
Company under Section 3.3 hereof.

            5.2   The Company may terminate the Employee's employment under
this Agreement at any time without Cause. If the Company breaches any term of
this Agreement and fails to cure such breach within thirty (30) days of notice
of such breach from the Employee, and if Employee terminates his employment
with the Company within thirty (30) days after the period for the cure of the
breach by the Company expires, the Company shall be deemed to have terminated
the Employee's employment hereunder without Cause.

            5.3   The Employee may voluntarily terminate his employment under
this Agreement at any time. For the purposes of this Agreement, if the Employee
terminates his employment under this Agreement pursuant to the second sentence
of Section 5.2 above, he shall not be deemed to have terminated such employment
under this Section 5.3.

            5.4   The election of the Company to give notice in accordance with
Section 2 above that the Employee's employment hereunder will not be extended
for an additional one (1) year term shall not constitute a termination of the
Employee's employment hereunder by the Company without Cause for the purposes
of Section 5.2 above.

      6.    Severance Payments.

      If the Employee's employment under this Agreement is terminated during
the Term of the Agreement by the Company without Cause, the Employee shall be
entitled to continuation in payment of his Base Salary, at the rate in effect
immediately before the date of termination, for a period equal to the greater
of (a) the period from the day after his last day of employment hereunder
through the last day of the Term of this Agreement, or (b) one (1) year,
provided that the Employee (i) honors the restrictive covenants as provided in
Section 7 of this Agreement and (ii) executes a release of all claims arising
from his employment by the Company, in such form as may then be used by the
Company respecting termination of employees.

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      7.    Restrictive Covenants.

      The Employee shall execute and be bound by the Employee Invention,
Assignment and Confidentiality Agreement, which is attached hereto as Exhibit
A. The Employee agrees that the Employee Invention, Assignment and
Confidentiality Agreement constitutes a separate agreement independently
supported by good and adequate consideration and, notwithstanding anything in
this Agreement to the contrary, shall be severable from the other provisions
of, and shall survive, this Agreement.

      8.    Miscellaneous.

            8.1   This Agreement is a personal contract, and the rights and
interests of the Employee hereunder may not be sold, transferred, assigned,
pledged or hypothecated except as otherwise expressly permitted by the
provisions of this Agreement. The Employee shall not under any circumstances
have any option or right to require payment hereunder otherwise than in
accordance with the terms hereof. Except as otherwise expressly provided
herein, the Employee shall not have any power of anticipation, alienation or
assignment of payments contemplated hereunder, and all rights and benefits of
the Employee shall be for the sole personal benefit of the Employee, and no
other person shall acquire any right, title or interest hereunder by reason of
any sale, assignment, transfer claim or judgment or bankruptcy proceedings
against the Employee; provided, however, that in the event of the Employee's
death, the Employee's estate, legal representatives or heirs, as appropriate,
shall succeed to and acquire all rights and benefits that accrued to the
Employee pursuant to, and in accordance with, the terms of this Agreement.

            8.2   The Company shall have the right to assign this Agreement to
any successor to substantially all of its business or assets, and any such
successor shall be bound by all of the provisions hereof.

            8.3   Any notice required or permitted by or in connection with
this Agreement shall be in writing and shall be made by hand delivery, by
Federal Express, or other similar overnight delivery service, or by certified
mail, unrestricted delivery, return receipt requested, postage prepaid,
addressed to the addressee at the appropriate address set forth below or to
such other address as may be hereafter specified by written notice by the
addressee to the other party to this Agreement. Notice shall be considered
given as of the date of the hand delivery, one (1) calendar day after delivery
to Federal Express or similar overnight delivery service, or three (3) calendar
days after the date of mailing, independent of the date of actual delivery or
whether delivery is ever in fact made.

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If to the Company:            Sequoia Software Corporation
                              5457 Twin Knolls Road
                              Suite 310
                              Columbia, Maryland 21045
                              Attention: Board of Directors

If to the Employee:           Richard C. Faint, Jr.
                              c/o Sequoia Software Corporation
                              5457 Twin Knolls Road
                              Suite 310
                              Columbia, Maryland 21045

            8.4   This Agreement may not be changed, amended, terminated or
superseded orally, but only by an agreement in writing, nor may any of the
provisions hereof be waived orally, but only by an instrument in writing, in
any such case signed by the party against whom enforcement of any change,
amendment, termination, waiver, modification, extension or discharge is sought.

            8.5   Except as otherwise provided herein, this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Maryland, without giving any effect to the principles of conflicts of laws.

            8.6   All descriptive headings and captions of the several sections
of this Agreement are inserted for convenience only and do not constitute a
part of this Agreement.

            8.7   If any provision of this Agreement, or part thereof, is held
to be unenforceable, the remainder of this Agreement and provision, as the case
may be, shall nevertheless remain in full force and effect.

            8.8   Each of the parties hereto shall, at any time and from time
to time hereafter, upon the reasonable request of the other, take such further
actions and execute, acknowledge and deliver all such instruments of further
assurance as necessary to carry out the provisions of this Agreement.

            8.9   This Agreement contains the entire agreement and
understanding between the Company and the Employee with respect to the subject
matter hereof and supersedes all prior understandings and agreements, including
any prior employment contract or agreement, whether oral or written, between
the parties hereto with respect to the specific subject matter hereof. No
representations or warranties of any kind or nature relating to the Company or
its affiliates or their respective businesses, assets, liabilities, operations,
future plans or prospects have been made by or on behalf of the Company to the
Employee; nor have any representations or warranties of any kind

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or nature been made by the Employee to the Company, except as expressly set
forth in this Agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date hereinabove written.

                                    THE COMPANY:

                                    SEQUOIA SOFTWARE CORPORATION

                                    By:   /s/ Mark A. Wesker
                                          --------------------------------------
                                          Name: Mark A. Wesker
                                               ---------------------------------
                                          Title: President
                                                --------------------------------

                                    THE EMPLOYEE:
                                    /s/ Richard C. Faint, Jr.
                                    --------------------------------------------

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                                                                       EXHIBIT A

                              EMPLOYEE INVENTION,
                                 ASSIGNMENT AND
                           CONFIDENTIALITY AGREEMENT

      In consideration, and as a condition of my employment with Sequoia
Software Corporation, a Maryland corporation (the "COMPANY"), I hereby
represent to, and agree with the Company as follows:

      1.    Purpose of Agreement. I understand that the Company is or will be
engaged in a continuous program of research, development, production and
marketing in connection with its business and that it is critical for the
Company to preserve and protect its "Confidential Information" (as defined in
Section 6 below), its rights in "Inventions" (as defined in Section 2 below)
and in all related intellectual property rights. Accordingly, I am entering
into this Employee Invention Assignment and Confidentiality Agreement (the
"AGREEMENT") as a condition of my employment with the Company, whether or not I
am expected to create inventions of value for the Company.

      2.    Disclosure of Inventions. I will promptly disclose in confidence to
the Company all inventions, improvements, designs, original works of
authorship, formulas, processes, compositions of matter, computer software
programs, Internet products and services, e-commerce products and services,
e-entertainment products and services, databases, mask works and trade secrets
(the "INVENTIONS") that I make or conceive or first reduce to practice or
create, either alone or jointly with others, during the period of my
employment, whether or not in the course of my employment, and whether or not
such Inventions are patentable, copyrightable or protectible as trade secrets.

      3.    Work for Hire; Assignment of Inventions. I acknowledge and agree
that any copyrightable works prepared by me within the scope of my employment
are "works for hire" under the Copyright Act and that the Company will be
considered the author and owner of such copyrightable works. I agree that all
Inventions that (i) are developed using equipment, supplies, facilities or
trade secrets of the Company, (ii) result from work performed by me for the
Company, or (iii) relate to the Company's business or current or anticipated
research and development, will be the sole and exclusive property of the
Company and are hereby irrevocably assigned by me to the Company from the
moment of their creation and fixation in tangible media.

      4.    Assignment of Other Rights. In addition to the foregoing assignment
of Inventions to the Company, I hereby irrevocably transfer and assign to the
Company: (i) all worldwide patents, patent applications, copyrights, mask
works, trade secrets and other intellectual property rights in any Invention;
and (ii) any and all "Moral Rights" (as defined

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below) that I may have in or with respect to any Invention. I also hereby
forever waive and agree never to assert any and all Moral Rights I may have in
or with respect to any Invention, even after termination of my work on behalf
of the Company. "MORAL RIGHTS" mean any rights to claim authorship of an
Invention, to object to or prevent the modification of any Invention, or to
withdraw from circulation or control the publication or distribution of any
Invention, and any similar right, existing under judicial or statutory law of
any country in the world, or under any treaty, regardless of whether or not
such right is denominated or generally referred to as a "moral right."

      5.    Assistance. I agree to assist the Company in every proper way to
obtain for the Company and enforce patents, copyrights, mask work rights, trade
secret rights and other legal protections for the Company's Inventions in any
and all countries. I will execute any documents that the Company may reasonably
request for use in obtaining or enforcing such patents, copyrights, mask work
rights, trade secrets and other legal protections. My obligations under this
section will continue beyond the termination of my employment with the Company,
provided that the Company will compensate me at a reasonable rate after such
termination for time or expenses actually spent by me at the Company's request
on such assistance. I appoint the Secretary of the Company as my
attorney-in-fact to execute documents on my behalf for this purpose.

      6.    Confidentiality Obligations.

            6.1   Acknowledgement. I understand that my employment by the
Company creates a relationship of confidence and trust with respect to any
information of a confidential or secret nature that may be disclosed to me by
the Company that relates to the business of the Company or to any parent,
subsidiary, affiliate, customer, consultant or supplier of the Company or any
other party with whom the Company or any other party with whom the Company
agrees to hold such information (including any and all copies thereof) of such
party in confidence (the "CONFIDENTIAL INFORMATION"). Such Confidential
Information is defined more specifically in Section 6.3 below.

            6.2   Obligations. I agree to take the following steps to preserve
the confidential and proprietary nature of Confidential Information:

                  (a)   Non-Disclosure. At all times both during and after my
employment with Company, I will not use, disclose or transfer any of the
Confidential Information other than as authorized by Company, except as may be
necessary to perform my duties as an employee of the Company for the benefit of
the Company. I understand that I am not allowed to sell, license or otherwise
exploit any products (including software or content in any form) which embody
or otherwise exploit in whole or in part any Confidential Information.

                  (b)   Disclosure Prevention. I will take all reasonable
precautions to prevent the inadvertent or accidental exposure of Confidential
Information.

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   9

                  (c)   Removal. I will not remove any Confidential Information
from Company's premises or make copies of such materials except for use in
Company's business.

                  (d)   Return. I will return promptly to Company all
Confidential Information and copies thereof at any time upon the request of
Company, in any event and without such request, prior to the termination of my
employment by Company. I agree not to retain any tangible or intangible copies
of any Confidential Information after my termination of employment for any
reason. Upon termination of my employment, I will not take with me any
documents or materials or copies thereof containing any Confidential
Information.

            6.3   Confidential Information. The following materials and
information (including any and all copies thereof), whether having existed, now
existing, or to be developed or created during the term of my employment by
Company (herein referred to collectively as the "Confidential Information")
whether tangible or intangible, and whether or how stored, compiled or
memorialized physically, electronically, graphically, photographically or in
writing, are covered by this Agreement and acknowledged by me to be valuable,
special and unique assets of Company the disclosure of which, may be materially
damaging.

                  (a)   Software. All information relating to existing software
products and software in various stages of research and development which are
not generally known to the public or within the Internet industry or trade in
which Company competes (such as know-how, Inventions, design specifications,
algorithms, technical formulas, engineering data, benchmark test results,
search engines, Internet and e-commerce tools, methodologies, procedures,
techniques, and information processing processes) and the physical embodiments
of such information (such as drawings, specification sheets, design notes,
source code, object code, HTML code, XML code, scripts, applets, load modules,
schematics, flow charts, logic diagrams, procedural diagrams, coding sheets,
work sheets, documentation, annotations, printouts, studies, manuals, proposals
and any other written or machine-readable manuals, proposals and any other
written or machine readable expressions of such information as are fixed in any
tangible media).

                  (b)   Other Products and Services. All information relating
to consulting, Inventions, entertainment content, research and development and
other proprietary products or services, whether existing or in various stages
of research and development, which are not generally known to the public or
within the Internet industry or trade in which Company competes (such as
know-how, content, specifications, technical data, engineering data, processes,
techniques, methodologies, and strategies) and the physical embodiments of such
information (such as drawings, schematics, data files, video, text, pictures,
sound, graphics, specification sheets, instructor manuals, course materials,
training aids, video cassettes, transparencies, slides, taped recordings of
presentations, proposals, printouts, studies, contracts, maintenance manuals,
documentation, and any other written or machine-readable expressions of such
information as are fixed in any tangible media).

                  (c)   Business Procedures. All information concerning or
relating to the way Company conducts its business which is not generally known
to the public or within the Internet industry (such as internal business
procedures, controls, internal telephone numbers,

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plans, licensing techniques and practices, supplier, subcontractor, consultant,
and prime contractor names and contracts and other vendor information, computer
system passwords and other computer security controls, financial information,
distributor information, and employee data) and the physical embodiments of
such information (such as check lists, samples, services and operational
manuals, contracts, proposals, print-outs, correspondence, forms, listings,
ledgers, financial statements, financial reports, financial and operational
analyses, financial and operational studies, management reports of every kind,
databases, personnel records pertaining to employees other than myself, and any
other written or machine-readable expressions of such information as are fixed
in any tangible media).

                  (d)   Marketing Plans and Customer Lists. All information
pertaining to Company's marketing plans and strategies; forecasts and
projections; marketing practices, procedures and policies; financial data;
discounts; margins; costs; credit terms; pricing practices, procedures and
policies; domain names; goals and objectives; quoting practices, procedures and
policies; and customer data including customer lists, contracts,
representatives, requirements and needs, specifications, data provided by or
about prospective existing or past customers and contract terms applicable to
such customers and Web site visitor data, and the physical embodiments of such
information (such as license agreements, customer lists, print-outs, databases,
marketing plans, marketing reports, strategic business plans, marketing
analyses and management reports, seminar and class attendee rosters, trade show
or exhibit attendee listings, listings of potential customers and leads, and
any other written or machine-readable expressions of such information as are
fixed in any tangible media).

                  (e)   Not Generally Known. Any information in addition to the
foregoing which is not generally known to the public or within the Internet or
software industry or trade in which Company competes, and the physical
embodiments of such information in any tangible form, whether written or
machine-readable in nature.

            6.4   General Knowledge. The general skills, knowledge and
experience gained during my employment with Company, and information publicly
available or generally known within the industry or trade in which Company
competes, is not considered Confidential Information. Also, upon termination of
my employment with Company, I shall not, subject to the provisions of Section 7
below, be restricted from working with a person or entity which has
independently developed information or materials similar to Confidential
Information as long as I comply with my continuing obligations under this
Agreement.

            6.5   Information Disclosed Remains Property of Company. I agree
and acknowledge that all ideas, concepts, information, and written material
disclosed to me by Company, or acquired from a customer or prospective customer
of Company are and shall remain the sole and exclusive property and
Confidential Information of Company or such customers, and are disclosed in
confidence by Company or permitted to be acquired from such customers in
reliance on my agreement to maintain them in confidence and not to use or
disclose them to any other person except in furtherance of Company's business
and for Company's benefit.

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      7.    Non-Competition  Covenant.

            7.1   Competitor Defined. The term "COMPETITOR" shall refer to any
person, firm, corporation, partnership or other business entity engaged in or
about to become engaged in the production, licensing, sale or marketing of any
product or service or planned business of Company:

                  (a)   which is similar to or directly competitive with
                  Company's proprietary Internet, e-commerce or software,
                  research and development or development of any product or
                  service of Company with which I have been directly concerned
                  through my work for Company during the preceding two (2)
                  years; or

                  (b)   with respect to which I have acquired Confidential
                  Information.

            7.2   Restrictive Covenant. As a material inducement to Company to
enter into this Agreement, I covenant and agree that without the Company's
prior written consent, during my employment with Company and for a period of
one (1) year following the termination of my employment, whether such
termination be with or without cause, I shall not enter the employ of any
Competitor, nor engage during such period, directly or indirectly, voluntarily
or involuntarily, as principal, agent, officer, employee or otherwise, anywhere
in the United States, in any actions to solicit, divert or take away any
customer or supplier of Company, or provide services to, or assist in any
manner any Competitor, or otherwise compete with Company in the sale or
licensing, of any products or services competitive with the game, Internet,
e-commerce or e-entertainment products or services developed or marketed by
Company in the United States.

            Notwithstanding the foregoing, I shall retain the right to invest
in or have an interest in entities traded on any public market or offered by
any national brokerage house, provided that said interest does not exceed one
percent (1%) of the voting control of said entity. In addition, I may make
passive investments in privately held entities that are determined by the Board
of Directors of the Company not to be competitors of the Company.

            7.3   Employee's Acknowledgements and Agreements. I acknowledge
that the covenant in Section 7.2 has a unique, very substantial and
immeasurable value to Company. I acknowledge and agree that the Internet,
e-commerce and software products and services developed by Company are or are
intended to be marketed and licensed to customers worldwide. I further
acknowledge and agree to the reasonableness of this covenant not to compete and
the reasonableness of the geographic area and duration of time which are a part
of said covenant. I also acknowledge and agree that this covenant will not
impair me from becoming gainfully employed, or otherwise earning a livelihood
following termination of employment with Company.

      8.    Non-Solicitation. I agree that any attempt on my part to induce
others to leave Company's employ, or any effort by me to interfere with
Company's relationship with its other employees would be harmful and damaging
to Company. I agree that during employment and

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for a period of two (2) years thereafter, I will not in any way, directly or
indirectly (i) induce or attempt to induce any employee of Company to quit
employment with Company; (ii) otherwise interfere with or disrupt Company's
relationship with its employees; (iii) solicit, entice, or hire away any
employee of Company; or (iv) hire or engage any employee of Company or any
former employee of Company whose employment with Company ceased less than one
(1) year before the date of such hiring or engagement.

      9.    Project Completion. I agree to give Company at least thirty (30)
days prior written notice of termination to minimize any adverse effect on
Company for any project in which I might be involved on behalf of Company. I
agree to use my best efforts prior to termination to complete any project then
assigned to me to the reasonable satisfaction of the Company, and to be
available thereafter as reasonably required to assist with a transition and to
answer questions explaining the work done by me prior to termination.

      10.   Notification. I hereby authorize the Company to notify my actual or
future employers of the terms of this Agreement and my responsibilities
hereunder.

      11.   Name and Likeness Rights. I hereby authorize the Company to use,
reuse, and to grant others the right to use and reuse my name, photograph,
likeness (including caricature), voice, and biographical information, and any
reproduction or simulation thereof, in any media now known or hereafter
developed (including, but not limited to, film, video and digital or other
electronic media), both during and after my employment, for whatever purposes
the Company deems necessary.

      12.   Injunctive Relief. I agree that damages in the event of any breach
or threatened breach of this Agreement by me would be difficult to ascertain
and that the Company may suffer irreparable harm. I therefore agree that,
notwithstanding anything in this Agreement to the contrary, the Company, in
addition to and without limiting any other remedy or right it may have, shall
have the right to an injunction or other equitable relief in any court of
competent jurisdiction enjoining any such breach. I hereby waive any and all
defenses I may have on the ground of lack of jurisdiction or competence of the
court to grant such an injunction or other equitable relief. The existence of
this right shall not preclude any other rights and remedies at law or in equity
which the Company may have.

      13.   Assignment. My rights, interest and benefits hereunder shall not be
assigned, transferred, pledged, or hypothecated in any way by me. The rights
and obligations of the Company under this Agreement shall inure to the benefit
of and be binding upon the successors of Company. If Company shall at any time
be merged or consolidated with or into another corporation, or if substantially
all the assets of Company are transferred to another corporation, the
provisions of this Agreement shall be binding on and shall inure to the benefit
of the corporation resulting from such merger or consolidation or to which such
assets shall be transferred.

      14.   Governing Law; Severability. This Agreement will be governed and
interpreted in accordance with the internal laws of the State of Maryland,
without regard to or application of

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choice-of-law rules or principles. In the event that any provision of this
Agreement is found by a court, arbitrator or other tribunal to be illegal,
invalid or unenforceable, then such provision shall not be voided, but shall be
enforced to the maximum extent permissible under applicable law, and the
remainder of this Agreement shall remain in full force and effect.

      15.   Forum Selection. The parties agree that any legal proceeding,
commenced by one party against the other, shall be brought in any state or
Federal court having proper jurisdiction, within the State of Maryland. Both
parties submit to such jurisdiction, and waive any objection to venue and/or
claim of inconvenient forum.

      16.   No Breach of Prior Agreement. I represent that my performance of
all the terms of this Agreement and my duties as an employee of the Company
will not breach any invention assignment, proprietary information,
confidentiality or similar agreement with any former employer or other party. I
represent that I will not bring with me to the Company or use in the
performance of my duties for the Company any documents or materials or
intangibles of a former employer or third party that are not generally
available to the public or have not been legally transferred to the Company.

      17.   Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      18.   Headings. The captions and headings of this Agreement are included
for ease of reference only and will be disregarded in interpreting or
construing this Agreement. All references herein to sections will refer to
sections of this Agreement.

      19.   Entire Agreement. This Agreement constitutes the entire agreement
and understanding of the parties with respect to the subject matter of this
Agreement, and supersedes all prior understandings and agreements, whether oral
or written, between the parties hereto with respect to the specific subject
matter hereof.

SEQUOIA SOFTWARE CORPORATION              EMPLOYEE

By: /s/ Mark A. Wesker                    /s/ Richard C. Faint, Jr.
   ---------------------------------      --------------------------------------
                                          Signature

Name: Mark A. Wesker                      Richard C. Faint, Jr.
     -------------------------------      --------------------------------------
                                          Name (Please print)

Title: President
      ------------------------------


                                      -7-


EX-10.5
12
EMPLOYMENT AGREEMENT BETWEEN SEQUOIA & M. WESKER

   1
                                                                  Exhibit 10.5
                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 1st day of
January, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland
corporation (the "Company"), and MARK A. WESKER (the "Employee").

      IN CONSIDERATION OF the mutual covenants and agreements hereinafter set
forth, the parties hereto hereby agree as follows:

      1.    Employment.

      The Company hereby employs the Employee, and the Employee hereby accepts
employment with the Company, upon the terms and conditions hereinafter set
forth.

      2.    Term.

      Unless Employee's employment hereunder is terminated earlier pursuant to
Section 5 of this Agreement, Employee's employment hereunder shall begin on the
date hereof and shall expire two (2) years from the date hereof, provided that
upon the expiration of the first two (2) years of such employment, the
Employee's employment hereunder shall continue for additional consecutive
extension terms of one (1) year each until either party gives notice of
termination to the other at least one hundred eighty (180) days prior to end of
the then current term. The term of employment described in the immediately
preceding sentence, including any extensions but without giving effect to any
earlier termination provided for under Section 5 of this Agreement, is
hereinafter described as the "Contract Term." The period of time during which
the Employee actually is employed hereunder, giving effect to any termination
of employment under Section 5 of this Agreement, is hereinafter described as
the "Term."

      3.    Duties and Responsibilities.

            3.1   During the Term, the Employee shall devote his full attention
and expend his best efforts, energies, and skills, on a full-time basis, to the
business of the Company and any corporation, partnership or other entity
controlled by the Company (each, a "Subsidiary"). For purposes of this
Agreement, the term the "Company" shall mean the Company and all Subsidiaries.

            3.2   During the Term, the Employee shall serve as the President
and Chief Operating Officer of the Company. In the performance of all of his
responsibilities as President and Chief Operating Officer hereunder, the
Employee shall be subject to all of the Company's policies, rules and
regulations applicable to its employees of comparable status, shall report
directly to, and be subject to the direction and control of, the Chief
Executive Officer of the Company, and shall perform such duties as shall
reasonably be assigned to him by the Chief Executive Officer and are consistent
with those duties assigned employees of comparable status. In performing such
duties, the Employee will be subject to and abide by, and will cause employees
of the Company to be subject to and abide by, all policies and procedures
developed by senior management of the

   2

Company. During the Term, the Employee shall be based in offices located within
a radius of forty-five (45) miles of the Baltimore, Maryland city center, and,
other than business travel of reasonable amounts and duration, Employee shall
not be required to perform services outside of the greater Baltimore, Maryland
metropolitan area.

            3.3   In order to induce the Company to enter into this Agreement,
the Employee represents and warrants to the Company that (a) the Employee is
not a party or subject to any employment agreement or arrangement with any
other person, firm, company, corporation or other business entity, and (b) the
Employee is subject to no restraint, limitation or restriction by virtue of any
law, any contract or otherwise which would impair the Employee's right or
ability (i) to enter the employ of the Company, or (ii) to perform fully his
duties and obligations pursuant to this Agreement.

      4.    Compensation and Benefits.

            4.1   For all services rendered by the Employee under this
Agreement, the Company shall pay or cause to be paid to the Employee, and the
Employee shall accept, the Base Salary (as such term is hereinafter defined in
this Article 4) and participation in the Sequoia Software Corporation 2000
Stock Incentive Plan, all in accordance with and subject to the terms of this
Agreement. The term "Compensation" shall mean the Base Salary and participation
in the Sequoia Software Corporation 2000 Stock Incentive Plan.

            4.2   During the Term, the Company shall pay the Employee a "Base
Salary" at an annual rate of One Hundred Fifty Thousand Dollars ($150,000),
payable in installments in accordance with the Company's regular payroll
practices and subject to all withholding required by law. The Board of
Directors of the Company shall review the Base Salary of the Employee at least
annually and may grant increases thereto in its sole discretion.

            4.3   During the Employee's employment under this Agreement, the
Employee shall be eligible to participate in the Sequoia Software Corporation
2000 Stock Incentive Plan, and other stock plans as may be maintained by the
Company from time to time, in whole or in part. The Employee's awards under
such stock plans shall be determined by the Company, the Board of Directors or
such person or administrative body as provided under such plans.

            4.4   During the Term, the Employee shall be entitled to (i)
participation in such employee retirement, and welfare benefit plans, programs,
policies and arrangements as maintained by the Company from time to time, in
whole or in part, for employees of his level; subject to, and to the extent
that, the Employee is eligible under such benefit plans in accordance with
their respective terms (ii) paid vacation, holidays, leave of absence, leave
for illness, funeral leave and temporary disability leave in accordance with
the policies of the Company; and (iii) perquisites as from time to time
provided by the Company to employees of his level.

                                      -2-

   3

            4.5   During the Term, the Employee is authorized to incur
reasonable expenses in the performance of his duties hereunder. The Company
shall reimburse the Employee for all such expenses upon the presentation by the
Employee, not less frequently than monthly, of signed, itemized accounts of
such expenditures and vouchers, all in accordance with the Company's procedures
and policies as adopted and in effect from time to time and applicable to its
employees of comparable status.

      5.    Termination.

            5.1   The Company may terminate the Employee's employment under
this Agreement at any time for Cause. "Cause" shall exist for such termination
if Employee (i) is adjudicated guilty of a felony by a court of competent
jurisdiction, (ii) commits any act of fraud or intentional misrepresentation,
(iii) has materially breached any covenant set forth in this Agreement or
willfully violated any direction of the Board of Directors of the Company,
which breach or willful violation the Employee has not cured within thirty (30)
days following notice by the Board of Directors to the Employee of the breach
or willful violation, or (iv) has made any material misrepresentation to the
Company under Section 3.3 hereof.

            5.2   The Company may terminate the Employee's employment under
this Agreement at any time without Cause. If the Company breaches any term of
this Agreement and fails to cure such breach within thirty (30) days of notice
of such breach from the Employee, and if Employee terminates his employment
with the Company within thirty (30) days after the period for the cure of the
breach by the Company expires, the Company shall be deemed to have terminated
the Employee's employment hereunder without Cause.

            5.3   The Employee may voluntarily terminate his employment under
this Agreement at any time. For the purposes of this Agreement, if the Employee
terminates his employment under this Agreement pursuant to the second sentence
of Section 5.2 above, he shall not be deemed to have terminated such employment
under this Section 5.3.

            5.4   The election of the Company to give notice in accordance with
Section 2 above that the Employee's employment hereunder will not be extended
for an additional one (1) year term shall not constitute a termination of the
Employee's employment hereunder by the Company without Cause for the purposes
of Section 5.2 above.

      6.    Severance Payments.

      If the Employee's employment under this Agreement is terminated during
the Term of the Agreement by the Company without Cause, the Employee shall be
entitled to continuation in payment of his Base Salary, at the rate in effect
immediately before the date of termination, for a period equal to the greater
of (a) the period from the day after his last day of employment hereunder
through the last day of the Term of this Agreement, or (b) one (1) year,
provided that the Employee (i) honors the restrictive covenants as provided in
Section 7 of this Agreement and (ii) executes a

                                      -3-

   4

release of all claims arising from his employment by the Company, in such form
as may then be used by the Company respecting termination of employees.

      7.    Restrictive Covenants.

      The Employee shall execute and be bound by the Employee Invention,
Assignment and Confidentiality Agreement, which is attached hereto as Exhibit
A. The Employee agrees that the Employee Invention, Assignment and
Confidentiality Agreement constitutes a separate agreement independently
supported by good and adequate consideration and, notwithstanding anything in
this Agreement to the contrary, shall be severable from the other provisions
of, and shall survive, this Agreement.

      8.    Miscellaneous.

            8.1   This Agreement is a personal contract, and the rights and
interests of the Employee hereunder may not be sold, transferred, assigned,
pledged or hypothecated except as otherwise expressly permitted by the
provisions of this Agreement. The Employee shall not under any circumstances
have any option or right to require payment hereunder otherwise than in
accordance with the terms hereof. Except as otherwise expressly provided
herein, the Employee shall not have any power of anticipation, alienation or
assignment of payments contemplated hereunder, and all rights and benefits of
the Employee shall be for the sole personal benefit of the Employee, and no
other person shall acquire any right, title or interest hereunder by reason of
any sale, assignment, transfer claim or judgment or bankruptcy proceedings
against the Employee; provided, however, that in the event of the Employee's
death, the Employee's estate, legal representatives or heirs, as appropriate,
shall succeed to and acquire all rights and benefits that accrued to the
Employee pursuant to, and in accordance with, the terms of this Agreement.

            8.2   The Company shall have the right to assign this Agreement to
any successor to substantially all of its business or assets, and any such
successor shall be bound by all of the provisions hereof.

            8.3   Any notice required or permitted by or in connection with
this Agreement shall be in writing and shall be made by hand delivery, by
Federal Express, or other similar overnight delivery service, or by certified
mail, unrestricted delivery, return receipt requested, postage prepaid,
addressed to the addressee at the appropriate address set forth below or to
such other address as may be hereafter specified by written notice by the
addressee to the other party to this Agreement. Notice shall be considered
given as of the date of the hand delivery, one (1) calendar day after delivery
to Federal Express or similar overnight delivery service, or three (3) calendar
days after the date of mailing, independent of the date of actual delivery or
whether delivery is ever in fact made.

                                      -4-

   5




If to the Company:                  Sequoia Software Corporation
                                    5457 Twin Knolls Road
                                    Suite 310
                                    Columbia, Maryland 21045
                                    Attention: Board of Directors

If to the Employee:                 Mark A. Wesker
                                    c/o Sequoia Software Corporation
                                    5457 Twin Knolls Road
                                    Suite 310
                                    Columbia, Maryland 21045

            8.4   This Agreement may not be changed, amended, terminated or
superseded orally, but only by an agreement in writing, nor may any of the
provisions hereof be waived orally, but only by an instrument in writing, in
any such case signed by the party against whom enforcement of any change,
amendment, termination, waiver, modification, extension or discharge is sought.

            8.5   Except as otherwise provided herein, this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Maryland, without giving any effect to the principles of conflicts of laws.

            8.6   All descriptive headings and captions of the several sections
of this Agreement are inserted for convenience only and do not constitute a
part of this Agreement.

            8.7   If any provision of this Agreement, or part thereof, is held
to be unenforceable, the remainder of this Agreement and provision, as the case
may be, shall nevertheless remain in full force and effect.

            8.8   Each of the parties hereto shall, at any time and from time
to time hereafter, upon the reasonable request of the other, take such further
actions and execute, acknowledge and deliver all such instruments of further
assurance as necessary to carry out the provisions of this Agreement.

            8.9   This Agreement contains the entire agreement and
understanding between the Company and the Employee with respect to the subject
matter hereof and supersedes all prior understandings and agreements, including
any prior employment contract or agreement, whether oral or written, between
the parties hereto with respect to the specific subject matter hereof. No
representations or warranties of any kind or nature relating to the Company or
its affiliates or their respective businesses, assets, liabilities, operations,
future plans or prospects have been made by or on behalf of the Company to the
Employee; nor have any representations or warranties of any kind

                                      -5-

   6

or nature been made by the Employee to the Company, except as expressly set
forth in this Agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date hereinabove written.

                                    THE COMPANY:

                                    SEQUOIA SOFTWARE CORPORATION

                                    By:   /s/ Richard C. Faint, Jr.
                                          --------------------------------------
                                          Name: Richard C. Faint, Jr.
                                               ---------------------------------
                                          Title: Chief Executive Officer
                                                --------------------------------

                                    THE EMPLOYEE:
                                    /s/ Mark A. Wesker
                                    --------------------------------------------

                                      -6-

   7

                                                                       EXHIBIT A

                              EMPLOYEE INVENTION,
                                 ASSIGNMENT AND
                           CONFIDENTIALITY AGREEMENT

      In consideration, and as a condition of my employment with Sequoia
Software Corporation, a Maryland corporation (the "COMPANY"), I hereby
represent to, and agree with the Company as follows:

      1.    Purpose of Agreement. I understand that the Company is or will be
engaged in a continuous program of research, development, production and
marketing in connection with its business and that it is critical for the
Company to preserve and protect its "Confidential Information" (as defined in
Section 6 below), its rights in "Inventions" (as defined in Section 2 below)
and in all related intellectual property rights. Accordingly, I am entering
into this Employee Invention Assignment and Confidentiality Agreement (the
"AGREEMENT") as a condition of my employment with the Company, whether or not I
am expected to create inventions of value for the Company.

      2.    Disclosure of Inventions. I will promptly disclose in confidence to
the Company all inventions, improvements, designs, original works of
authorship, formulas, processes, compositions of matter, computer software
programs, Internet products and services, e-commerce products and services,
e-entertainment products and services, databases, mask works and trade secrets
(the "INVENTIONS") that I make or conceive or first reduce to practice or
create, either alone or jointly with others, during the period of my
employment, whether or not in the course of my employment, and whether or not
such Inventions are patentable, copyrightable or protectible as trade secrets.

      3.    Work for Hire; Assignment of Inventions. I acknowledge and agree
that any copyrightable works prepared by me within the scope of my employment
are "works for hire" under the Copyright Act and that the Company will be
considered the author and owner of such copyrightable works. I agree that all
Inventions that (i) are developed using equipment, supplies, facilities or
trade secrets of the Company, (ii) result from work performed by me for the
Company, or (iii) relate to the Company's business or current or anticipated
research and development, will be the sole and exclusive property of the
Company and are hereby irrevocably assigned by me to the Company from the
moment of their creation and fixation in tangible media.

      4.    Assignment of Other Rights. In addition to the foregoing assignment
of Inventions to the Company, I hereby irrevocably transfer and assign to the
Company: (i) all worldwide patents, patent applications, copyrights, mask
works, trade secrets and other intellectual property rights in any Invention;
and (ii) any and all "Moral Rights" (as defined

   8


below) that I may have in or with respect to any Invention. I also hereby
forever waive and agree never to assert any and all Moral Rights I may have in
or with respect to any Invention, even after termination of my work on behalf
of the Company. "MORAL RIGHTS" mean any rights to claim authorship of an
Invention, to object to or prevent the modification of any Invention, or to
withdraw from circulation or control the publication or distribution of any
Invention, and any similar right, existing under judicial or statutory law of
any country in the world, or under any treaty, regardless of whether or not
such right is denominated or generally referred to as a "moral right."

      5.    Assistance. I agree to assist the Company in every proper way to
obtain for the Company and enforce patents, copyrights, mask work rights, trade
secret rights and other legal protections for the Company's Inventions in any
and all countries. I will execute any documents that the Company may reasonably
request for use in obtaining or enforcing such patents, copyrights, mask work
rights, trade secrets and other legal protections. My obligations under this
section will continue beyond the termination of my employment with the Company,
provided that the Company will compensate me at a reasonable rate after such
termination for time or expenses actually spent by me at the Company's request
on such assistance. I appoint the Secretary of the Company as my
attorney-in-fact to execute documents on my behalf for this purpose.

      6.    Confidentiality Obligations.

            6.1   Acknowledgement. I understand that my employment by the
Company creates a relationship of confidence and trust with respect to any
information of a confidential or secret nature that may be disclosed to me by
the Company that relates to the business of the Company or to any parent,
subsidiary, affiliate, customer, consultant or supplier of the Company or any
other party with whom the Company or any other party with whom the Company
agrees to hold such information (including any and all copies thereof) of such
party in confidence (the "CONFIDENTIAL INFORMATION"). Such Confidential
Information is defined more specifically in Section 6.3 below.

            6.2   Obligations. I agree to take the following steps to preserve
the confidential and proprietary nature of Confidential Information:

                  (a)   Non-Disclosure. At all times both during and after my
employment with Company, I will not use, disclose or transfer any of the
Confidential Information other than as authorized by Company, except as may be
necessary to perform my duties as an employee of the Company for the benefit of
the Company. I understand that I am not allowed to sell, license or otherwise
exploit any products (including software or content in any form) which embody
or otherwise exploit in whole or in part any Confidential Information.

                  (b)   Disclosure Prevention.     I will take all reasonable
precautions to prevent the inadvertent or accidental exposure of Confidential
Information.

                                      -2-

   9

                  (c)   Removal. I will not remove any Confidential Information
from Company's premises or make copies of such materials except for use in
Company's business.

                  (d)   Return. I will return promptly to Company all
Confidential Information and copies thereof at any time upon the request of
Company, in any event and without such request, prior to the termination of my
employment by Company. I agree not to retain any tangible or intangible copies
of any Confidential Information after my termination of employment for any
reason. Upon termination of my employment, I will not take with me any
documents or materials or copies thereof containing any Confidential
Information.

            6.3   Confidential Information. The following materials and
information (including any and all copies thereof), whether having existed, now
existing, or to be developed or created during the term of my employment by
Company (herein referred to collectively as the "Confidential Information")
whether tangible or intangible, and whether or how stored, compiled or
memorialized physically, electronically, graphically, photographically or in
writing, are covered by this Agreement and acknowledged by me to be valuable,
special and unique assets of Company the disclosure of which, may be materially
damaging.

                  (a)   Software. All information relating to existing software
products and software in various stages of research and development which are
not generally known to the public or within the Internet industry or trade in
which Company competes (such as know-how, Inventions, design specifications,
algorithms, technical formulas, engineering data, benchmark test results,
search engines, Internet and e-commerce tools, methodologies, procedures,
techniques, and information processing processes) and the physical embodiments
of such information (such as drawings, specification sheets, design notes,
source code, object code, HTML code, XML code, scripts, applets, load modules,
schematics, flow charts, logic diagrams, procedural diagrams, coding sheets,
work sheets, documentation, annotations, printouts, studies, manuals, proposals
and any other written or machine-readable manuals, proposals and any other
written or machine readable expressions of such information as are fixed in any
tangible media).

                  (b)   Other Products and Services. All information relating
to consulting, Inventions, entertainment content, research and development and
other proprietary products or services, whether existing or in various stages
of research and development, which are not generally known to the public or
within the Internet industry or trade in which Company competes (such as
know-how, content, specifications, technical data, engineering data, processes,
techniques, methodologies, and strategies) and the physical embodiments of such
information (such as drawings, schematics, data files, video, text, pictures,
sound, graphics, specification sheets, instructor manuals, course materials,
training aids, video cassettes, transparencies, slides, taped recordings of
presentations, proposals, printouts, studies, contracts, maintenance manuals,
documentation, and any other written or machine-readable expressions of such
information as are fixed in any tangible media).

                  (c)   Business Procedures. All information concerning or
relating to the way Company conducts its business which is not generally known
to the public or within the Internet industry (such as internal business
procedures, controls, internal telephone numbers,

                                      -3-

   10

plans, licensing techniques and practices, supplier, subcontractor, consultant,
and prime contractor names and contracts and other vendor information, computer
system passwords and other computer security controls, financial information,
distributor information, and employee data) and the physical embodiments of
such information (such as check lists, samples, services and operational
manuals, contracts, proposals, print-outs, correspondence, forms, listings,
ledgers, financial statements, financial reports, financial and operational
analyses, financial and operational studies, management reports of every kind,
databases, personnel records pertaining to employees other than myself, and any
other written or machine-readable expressions of such information as are fixed
in any tangible media).

                  (d)   Marketing Plans and Customer Lists. All information
pertaining to Company's marketing plans and strategies; forecasts and
projections; marketing practices, procedures and policies; financial data;
discounts; margins; costs; credit terms; pricing practices, procedures and
policies; domain names; goals and objectives; quoting practices, procedures and
policies; and customer data including customer lists, contracts,
representatives, requirements and needs, specifications, data provided by or
about prospective existing or past customers and contract terms applicable to
such customers and Web site visitor data, and the physical embodiments of such
information (such as license agreements, customer lists, print-outs, databases,
marketing plans, marketing reports, strategic business plans, marketing
analyses and management reports, seminar and class attendee rosters, trade show
or exhibit attendee listings, listings of potential customers and leads, and
any other written or machine-readable expressions of such information as are
fixed in any tangible media).

                  (e)   Not Generally Known. Any information in addition to the
foregoing which is not generally known to the public or within the Internet or
software industry or trade in which Company competes, and the physical
embodiments of such information in any tangible form, whether written or
machine-readable in nature.

            6.4   General Knowledge. The general skills, knowledge and
experience gained during my employment with Company, and information publicly
available or generally known within the industry or trade in which Company
competes, is not considered Confidential Information. Also, upon termination of
my employment with Company, I shall not, subject to the provisions of Section 7
below, be restricted from working with a person or entity which has
independently developed information or materials similar to Confidential
Information as long as I comply with my continuing obligations under this
Agreement.

            6.5   Information Disclosed Remains Property of Company. I agree
and acknowledge that all ideas, concepts, information, and written material
disclosed to me by Company, or acquired from a customer or prospective customer
of Company are and shall remain the sole and exclusive property and
Confidential Information of Company or such customers, and are disclosed in
confidence by Company or permitted to be acquired from such customers in
reliance on my agreement to maintain them in confidence and not to use or
disclose them to any other person except in furtherance of Company's business
and for Company's benefit.

                                      -4-

   11

      7.    Non-Competition  Covenant.

            7.1   Competitor Defined. The term "COMPETITOR" shall refer to any
person, firm, corporation, partnership or other business entity engaged in or
about to become engaged in the production, licensing, sale or marketing of any
product or service or planned business of Company:

                  (a)   which is similar to or directly competitive with
                  Company's proprietary Internet, e-commerce or software,
                  research and development or development of any product or
                  service of Company with which I have been directly concerned
                  through my work for Company during the preceding two (2)
                  years; or

                  (b)   with respect to which I have acquired Confidential
                  Information.

            7.2   Restrictive Covenant. As a material inducement to Company to
enter into this Agreement, I covenant and agree that without the Company's
prior written consent, during my employment with Company and for a period of
one (1) year following the termination of my employment, whether such
termination be with or without cause, I shall not enter the employ of any
Competitor, nor engage during such period, directly or indirectly, voluntarily
or involuntarily, as principal, agent, officer, employee or otherwise, anywhere
in the United States, in any actions to solicit, divert or take away any
customer or supplier of Company, or provide services to, or assist in any
manner any Competitor, or otherwise compete with Company in the sale or
licensing, of any products or services competitive with the game, Internet,
e-commerce or e-entertainment products or services developed or marketed by
Company in the United States.

            Notwithstanding the foregoing, I shall retain the right to invest
in or have an interest in entities traded on any public market or offered by
any national brokerage house, provided that said interest does not exceed one
percent (1%) of the voting control of said entity. In addition, I may make
passive investments in privately held entities that are determined by the Board
of Directors of the Company not to be competitors of the Company.

            7.3   Employee's Acknowledgements and Agreements. I acknowledge
that the covenant in Section 7.2 has a unique, very substantial and
immeasurable value to Company. I acknowledge and agree that the Internet,
e-commerce and software products and services developed by Company are or are
intended to be marketed and licensed to customers worldwide. I further
acknowledge and agree to the reasonableness of this covenant not to compete and
the reasonableness of the geographic area and duration of time which are a part
of said covenant. I also acknowledge and agree that this covenant will not
impair me from becoming gainfully employed, or otherwise earning a livelihood
following termination of employment with Company.

      8.    Non-Solicitation. I agree that any attempt on my part to induce
others to leave Company's employ, or any effort by me to interfere with
Company's relationship with its other employees would be harmful and damaging
to Company. I agree that during employment and

                                      -5-

   12

for a period of two (2) years thereafter, I will not in any way, directly or
indirectly (i) induce or attempt to induce any employee of Company to quit
employment with Company; (ii) otherwise interfere with or disrupt Company's
relationship with its employees; (iii) solicit, entice, or hire away any
employee of Company; or (iv) hire or engage any employee of Company or any
former employee of Company whose employment with Company ceased less than one
(1) year before the date of such hiring or engagement.

      9.    Project Completion. I agree to give Company at least thirty (30)
days prior written notice of termination to minimize any adverse effect on
Company for any project in which I might be involved on behalf of Company. I
agree to use my best efforts prior to termination to complete any project then
assigned to me to the reasonable satisfaction of the Company, and to be
available thereafter as reasonably required to assist with a transition and to
answer questions explaining the work done by me prior to termination.

      10.   Notification. I hereby authorize the Company to notify my actual or
future employers of the terms of this Agreement and my responsibilities
hereunder.

      11.   Name and Likeness Rights. I hereby authorize the Company to use,
reuse, and to grant others the right to use and reuse my name, photograph,
likeness (including caricature), voice, and biographical information, and any
reproduction or simulation thereof, in any media now known or hereafter
developed (including, but not limited to, film, video and digital or other
electronic media), both during and after my employment, for whatever purposes
the Company deems necessary.

      12.   Injunctive Relief. I agree that damages in the event of any breach
or threatened breach of this Agreement by me would be difficult to ascertain
and that the Company may suffer irreparable harm. I therefore agree that,
notwithstanding anything in this Agreement to the contrary, the Company, in
addition to and without limiting any other remedy or right it may have, shall
have the right to an injunction or other equitable relief in any court of
competent jurisdiction enjoining any such breach. I hereby waive any and all
defenses I may have on the ground of lack of jurisdiction or competence of the
court to grant such an injunction or other equitable relief. The existence of
this right shall not preclude any other rights and remedies at law or in equity
which the Company may have.

      13.   Assignment. My rights, interest and benefits hereunder shall not be
assigned, transferred, pledged, or hypothecated in any way by me. The rights
and obligations of the Company under this Agreement shall inure to the benefit
of and be binding upon the successors of Company. If Company shall at any time
be merged or consolidated with or into another corporation, or if substantially
all the assets of Company are transferred to another corporation, the
provisions of this Agreement shall be binding on and shall inure to the benefit
of the corporation resulting from such merger or consolidation or to which such
assets shall be transferred.

      14.   Governing Law; Severability. This Agreement will be governed and
interpreted in accordance with the internal laws of the State of Maryland,
without regard to or application of

                                      -6-

   13

choice-of-law rules or principles. In the event that any provision of this
Agreement is found by a court, arbitrator or other tribunal to be illegal,
invalid or unenforceable, then such provision shall not be voided, but shall be
enforced to the maximum extent permissible under applicable law, and the
remainder of this Agreement shall remain in full force and effect.

      15.   Forum Selection. The parties agree that any legal proceeding,
commenced by one party against the other, shall be brought in any state or
Federal court having proper jurisdiction, within the State of Maryland. Both
parties submit to such jurisdiction, and waive any objection to venue and/or
claim of inconvenient forum.

      16.   No Breach of Prior Agreement. I represent that my performance of
all the terms of this Agreement and my duties as an employee of the Company
will not breach any invention assignment, proprietary information,
confidentiality or similar agreement with any former employer or other party. I
represent that I will not bring with me to the Company or use in the
performance of my duties for the Company any documents or materials or
intangibles of a former employer or third party that are not generally
available to the public or have not been legally transferred to the Company.

      17.   Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      18.   Headings. The captions and headings of this Agreement are included
for ease of reference only and will be disregarded in interpreting or
construing this Agreement. All references herein to sections will refer to
sections of this Agreement.

      19.   Entire Agreement. This Agreement constitutes the entire agreement
and understanding of the parties with respect to the subject matter of this
Agreement, and supersedes all prior understandings and agreements, whether oral
or written, between the parties hereto with respect to the specific subject
matter hereof.

SEQUOIA SOFTWARE CORPORATION              EMPLOYEE

By: /s/ Richard C. Faint, Jr.             /s/ Mark A. Wesker
   ---------------------------------      --------------------------------------
                                          Signature

Name: Richard C. Faint, Jr.               Mark A. Wesker
     -------------------------------      --------------------------------------
                                          Name (Please print)

Title: Chief Executive Officer
      ------------------------------


                                      -7-


EX-10.6
13
EMPLOYMENT AGREEMENT BETWEEN SEQUOIA & A. SETHI

   1
                                                                  Exhibit 10.6
                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 1st day of
January, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland
corporation (the "Company"), and ANIL SETHI (the "Employee").

      IN CONSIDERATION OF the mutual covenants and agreements hereinafter set
forth, the parties hereto hereby agree as follows:

      1.    Employment.

      The Company hereby employs the Employee, and the Employee hereby accepts
employment with the Company, upon the terms and conditions hereinafter set
forth.

      2.    Term.

      Unless Employee's employment hereunder is terminated earlier pursuant to
Section 5 of this Agreement, Employee's employment hereunder shall begin on the
date hereof and shall expire two (2) years from the date hereof, provided that
upon the expiration of the first two (2) years of such employment, the
Employee's employment hereunder shall continue for additional consecutive
extension terms of one (1) year each until either party gives notice of
termination to the other at least one hundred eighty (180) days prior to end of
the then current term. The term of employment described in the immediately
preceding sentence, including any extensions but without giving effect to any
earlier termination provided for under Section 5 of this Agreement, is
hereinafter described as the "Contract Term." The period of time during which
the Employee actually is employed hereunder, giving effect to any termination
of employment under Section 5 of this Agreement, is hereinafter described as
the "Term."

      3.    Duties and Responsibilities.

            3.1   During the Term, the Employee shall devote his full attention
and expend his best efforts, energies, and skills, on a full-time basis, to the
business of the Company and any corporation, partnership or other entity
controlled by the Company (each, a "Subsidiary"). For purposes of this
Agreement, the term the "Company" shall mean the Company and all Subsidiaries.

            3.2   During the Term, the Employee shall serve as the Chief
Technical Officer of the Company. In the performance of all of his
responsibilities as Chief Technical Officer hereunder, the Employee shall be
subject to all of the Company's policies, rules and regulations applicable to
its employees of comparable status, shall report directly to, and be subject to
the direction and control of, the Chief Executive Officer of the Company, and
shall perform such duties as shall reasonably be assigned to him by the Chief
Executive Officer and are consistent with those duties assigned employees of
comparable status. In performing such duties, the Employee will be subject to
and abide by, and will cause employees of the Company to be subject to and
abide by, all policies and procedures developed by senior management of the
Company. During the Term, the Employee

   2


shall be based in offices located within a radius of forty-five (45) miles of
the Baltimore, Maryland city center, and, other than business travel of
reasonable amounts and duration, Employee shall not be required to perform
services outside of the greater Baltimore, Maryland metropolitan area.

            3.3   In order to induce the Company to enter into this Agreement,
the Employee represents and warrants to the Company that (a) the Employee is
not a party or subject to any employment agreement or arrangement with any
other person, firm, company, corporation or other business entity, and (b) the
Employee is subject to no restraint, limitation or restriction by virtue of any
law, any contract or otherwise which would impair the Employee's right or
ability (i) to enter the employ of the Company, or (ii) to perform fully his
duties and obligations pursuant to this Agreement.

      4.    Compensation and Benefits.

            4.1   For all services rendered by the Employee under this
Agreement, the Company shall pay or cause to be paid to the Employee, and the
Employee shall accept, the Base Salary (as such term is hereinafter defined in
this Article 4) and participation in the Sequoia Software Corporation 2000
Stock Incentive Plan, all in accordance with and subject to the terms of this
Agreement. The term "Compensation" shall mean the Base Salary and participation
in the Sequoia Software Corporation 2000 Stock Incentive Plan.

            4.2   During the Term, the Company shall pay the Employee a "Base
Salary" at an annual rate of One Hundred Twenty-Five Thousand Dollars
($125,000), payable in installments in accordance with the Company's regular
payroll practices and subject to all withholding required by law. The Board of
Directors of the Company shall review the Base Salary of the Employee at least
annually and may grant increases thereto in its sole discretion.

            4.3   During the Employee's employment under this Agreement, the
Employee shall be eligible to participate in the Sequoia Software Corporation
2000 Stock Incentive Plan, and other stock plans as may be maintained by the
Company from time to time, in whole or in part. The Employee's awards under
such stock plans shall be determined by the Company, the Board of Directors or
such person or administrative body as provided under such plans.

            4.4   During the Term, the Employee shall be entitled to (i)
participation in such employee retirement, and welfare benefit plans, programs,
policies and arrangements as maintained by the Company from time to time, in
whole or in part, for employees of his level; subject to, and to the extent
that, the Employee is eligible under such benefit plans in accordance with
their respective terms (ii) paid vacation, holidays, leave of absence, leave
for illness, funeral leave and temporary disability leave in accordance with
the policies of the Company; and (iii) perquisites as from time to time
provided by the Company to employees of his level.

            4.5   During the Term, the Employee is authorized to incur
reasonable expenses in the performance of his duties hereunder. The Company
shall reimburse the Employee for all such

                                      -2-

   3

expenses upon the presentation by the Employee, not less frequently than
monthly, of signed, itemized accounts of such expenditures and vouchers, all in
accordance with the Company's procedures and policies as adopted and in effect
from time to time and applicable to its employees of comparable status.

      5.    Termination.

            5.1   The Company may terminate the Employee's employment under
this Agreement at any time for Cause. "Cause" shall exist for such termination
if Employee (i) is adjudicated guilty of a felony by a court of competent
jurisdiction, (ii) commits any act of fraud or intentional misrepresentation,
(iii) has materially breached any covenant set forth in this Agreement or
willfully violated any direction of the Board of Directors of the Company,
which breach or willful violation the Employee has not cured within thirty (30)
days following notice by the Board of Directors to the Employee of the breach
or willful violation, or (iv) has made any material misrepresentation to the
Company under Section 3.3 hereof.

            5.2   The Company may terminate the Employee's employment under
this Agreement at any time without Cause. If the Company breaches any term of
this Agreement and fails to cure such breach within thirty (30) days of notice
of such breach from the Employee, and if Employee terminates his employment
with the Company within thirty (30) days after the period for the cure of the
breach by the Company expires, the Company shall be deemed to have terminated
the Employee's employment hereunder without Cause.

            5.3   The Employee may voluntarily terminate his employment under
this Agreement at any time. For the purposes of this Agreement, if the Employee
terminates his employment under this Agreement pursuant to the second sentence
of Section 5.2 above, he shall not be deemed to have terminated such employment
under this Section 5.3.

            5.4   The election of the Company to give notice in accordance with
Section 2 above that the Employee's employment hereunder will not be extended
for an additional one (1) year term shall not constitute a termination of the
Employee's employment hereunder by the Company without Cause for the purposes
of Section 5.2 above.

      6.    Severance Payments.

      If the Employee's employment under this Agreement is terminated during
the Term of the Agreement by the Company without Cause, the Employee shall be
entitled to continuation in payment of his Base Salary, at the rate in effect
immediately before the date of termination, for a period equal to the greater
of (a) the period from the day after his last day of employment hereunder
through the last day of the Term of this Agreement, or (b) one (1) year,
provided that the Employee (i) honors the restrictive covenants as provided in
Section 7 of this Agreement and (ii) executes a release of all claims arising
from his employment by the Company, in such form as may then be used by the
Company respecting termination of employees.

                                      -3-

   4

      7.    Restrictive Covenants.

      The Employee shall execute and be bound by the Employee Invention,
Assignment and Confidentiality Agreement, which is attached hereto as Exhibit
A. The Employee agrees that the Employee Invention, Assignment and
Confidentiality Agreement constitutes a separate agreement independently
supported by good and adequate consideration and, notwithstanding anything in
this Agreement to the contrary, shall be severable from the other provisions
of, and shall survive, this Agreement.

      8.    Miscellaneous.

            8.1   This Agreement is a personal contract, and the rights and
interests of the Employee hereunder may not be sold, transferred, assigned,
pledged or hypothecated except as otherwise expressly permitted by the
provisions of this Agreement. The Employee shall not under any circumstances
have any option or right to require payment hereunder otherwise than in
accordance with the terms hereof. Except as otherwise expressly provided
herein, the Employee shall not have any power of anticipation, alienation or
assignment of payments contemplated hereunder, and all rights and benefits of
the Employee shall be for the sole personal benefit of the Employee, and no
other person shall acquire any right, title or interest hereunder by reason of
any sale, assignment, transfer claim or judgment or bankruptcy proceedings
against the Employee; provided, however, that in the event of the Employee's
death, the Employee's estate, legal representatives or heirs, as appropriate,
shall succeed to and acquire all rights and benefits that accrued to the
Employee pursuant to, and in accordance with, the terms of this Agreement.

            8.2   The Company shall have the right to assign this Agreement to
any successor to substantially all of its business or assets, and any such
successor shall be bound by all of the provisions hereof.

            8.3   Any notice required or permitted by or in connection with
this Agreement shall be in writing and shall be made by hand delivery, by
Federal Express, or other similar overnight delivery service, or by certified
mail, unrestricted delivery, return receipt requested, postage prepaid,
addressed to the addressee at the appropriate address set forth below or to
such other address as may be hereafter specified by written notice by the
addressee to the other party to this Agreement. Notice shall be considered
given as of the date of the hand delivery, one (1) calendar day after delivery
to Federal Express or similar overnight delivery service, or three (3) calendar
days after the date of mailing, independent of the date of actual delivery or
whether delivery is ever in fact made.

                                      -4-

   5




If to the Company:                  Sequoia Software Corporation
                                    5457 Twin Knolls Road
                                    Suite 310
                                    Columbia, Maryland 21045
                                    Attention: Board of Directors

If to the Employee:                 Anil Sethi
                                    c/o Sequoia Software Corporation
                                    5457 Twin Knolls Road
                                    Suite 310
                                    Columbia, Maryland 21045

            8.4   This Agreement may not be changed, amended, terminated or
superseded orally, but only by an agreement in writing, nor may any of the
provisions hereof be waived orally, but only by an instrument in writing, in
any such case signed by the party against whom enforcement of any change,
amendment, termination, waiver, modification, extension or discharge is sought.

            8.5   Except as otherwise provided herein, this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Maryland, without giving any effect to the principles of conflicts of laws.

            8.6   All descriptive headings and captions of the several sections
of this Agreement are inserted for convenience only and do not constitute a
part of this Agreement.

            8.7   If any provision of this Agreement, or part thereof, is held
to be unenforceable, the remainder of this Agreement and provision, as the case
may be, shall nevertheless remain in full force and effect.

            8.8   Each of the parties hereto shall, at any time and from time
to time hereafter, upon the reasonable request of the other, take such further
actions and execute, acknowledge and deliver all such instruments of further
assurance as necessary to carry out the provisions of this Agreement.

            8.9   This Agreement contains the entire agreement and
understanding between the Company and the Employee with respect to the subject
matter hereof and supersedes all prior understandings and agreements, including
any prior employment contract or agreement, whether oral or written, between
the parties hereto with respect to the specific subject matter hereof. No
representations or warranties of any kind or nature relating to the Company or
its affiliates or their respective businesses, assets, liabilities, operations,
future plans or prospects have been made by or on behalf of the Company to the
Employee; nor have any representations or warranties of any kind

                                      -5-

   6

or nature been made by the Employee to the Company, except as expressly set
forth in this Agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date hereinabove written.

                                    THE COMPANY:

                                    SEQUOIA SOFTWARE CORPORATION

                                    By:   /s/ Richard C. Faint, Jr.
                                          --------------------------------------
                                          Name: Richard C. Faint, Jr.
                                               ---------------------------------
                                          Title: Chief Executive Officer
                                                 -------------------------------

                                    THE EMPLOYEE:       
                                    /s/ Anil Sethi
                                    --------------------------------------------

                                      -6-

   7
                                                                       EXHIBIT A

                              EMPLOYEE INVENTION,
                                 ASSIGNMENT AND
                           CONFIDENTIALITY AGREEMENT

      In consideration, and as a condition of my employment with Sequoia
Software Corporation, a Maryland corporation (the "COMPANY"), I hereby
represent to, and agree with the Company as follows:

      1.    Purpose of Agreement. I understand that the Company is or will be
engaged in a continuous program of research, development, production and
marketing in connection with its business and that it is critical for the
Company to preserve and protect its "Confidential Information" (as defined in
Section 6 below), its rights in "Inventions" (as defined in Section 2 below)
and in all related intellectual property rights. Accordingly, I am entering
into this Employee Invention Assignment and Confidentiality Agreement (the
"AGREEMENT") as a condition of my employment with the Company, whether or not I
am expected to create inventions of value for the Company.

      2.    Disclosure of Inventions. I will promptly disclose in confidence to
the Company all inventions, improvements, designs, original works of
authorship, formulas, processes, compositions of matter, computer software
programs, Internet products and services, e-commerce products and services,
e-entertainment products and services, databases, mask works and trade secrets
(the "INVENTIONS") that I make or conceive or first reduce to practice or
create, either alone or jointly with others, during the period of my
employment, whether or not in the course of my employment, and whether or not
such Inventions are patentable, copyrightable or protectible as trade secrets.

      3.    Work for Hire; Assignment of Inventions. I acknowledge and agree
that any copyrightable works prepared by me within the scope of my employment
are "works for hire" under the Copyright Act and that the Company will be
considered the author and owner of such copyrightable works. I agree that all
Inventions that (i) are developed using equipment, supplies, facilities or
trade secrets of the Company, (ii) result from work performed by me for the
Company, or (iii) relate to the Company's business or current or anticipated
research and development, will be the sole and exclusive property of the
Company and are hereby irrevocably assigned by me to the Company from the
moment of their creation and fixation in tangible media.

      4.    Assignment of Other Rights. In addition to the foregoing assignment
of Inventions to the Company, I hereby irrevocably transfer and assign to the
Company: (i) all worldwide patents, patent applications, copyrights, mask
works, trade secrets and other intellectual property rights in any Invention;
and (ii) any and all "Moral Rights" (as defined

   8

below) that I may have in or with respect to any Invention. I also hereby
forever waive and agree never to assert any and all Moral Rights I may have in
or with respect to any Invention, even after termination of my work on behalf
of the Company. "MORAL RIGHTS" mean any rights to claim authorship of an
Invention, to object to or prevent the modification of any Invention, or to
withdraw from circulation or control the publication or distribution of any
Invention, and any similar right, existing under judicial or statutory law of
any country in the world, or under any treaty, regardless of whether or not
such right is denominated or generally referred to as a "moral right."

      5.    Assistance. I agree to assist the Company in every proper way to
obtain for the Company and enforce patents, copyrights, mask work rights, trade
secret rights and other legal protections for the Company's Inventions in any
and all countries. I will execute any documents that the Company may reasonably
request for use in obtaining or enforcing such patents, copyrights, mask work
rights, trade secrets and other legal protections. My obligations under this
section will continue beyond the termination of my employment with the Company,
provided that the Company will compensate me at a reasonable rate after such
termination for time or expenses actually spent by me at the Company's request
on such assistance. I appoint the Secretary of the Company as my
attorney-in-fact to execute documents on my behalf for this purpose.

      6.    Confidentiality Obligations.

            6.1   Acknowledgement. I understand that my employment by the
Company creates a relationship of confidence and trust with respect to any
information of a confidential or secret nature that may be disclosed to me by
the Company that relates to the business of the Company or to any parent,
subsidiary, affiliate, customer, consultant or supplier of the Company or any
other party with whom the Company or any other party with whom the Company
agrees to hold such information (including any and all copies thereof) of such
party in confidence (the "CONFIDENTIAL INFORMATION"). Such Confidential
Information is defined more specifically in Section 6.3 below.

            6.2   Obligations. I agree to take the following steps to preserve
the confidential and proprietary nature of Confidential Information:

                  (a)   Non-Disclosure. At all times both during and after my
employment with Company, I will not use, disclose or transfer any of the
Confidential Information other than as authorized by Company, except as may be
necessary to perform my duties as an employee of the Company for the benefit of
the Company. I understand that I am not allowed to sell, license or otherwise
exploit any products (including software or content in any form) which embody
or otherwise exploit in whole or in part any Confidential Information.

                  (b)   Disclosure Prevention.     I will take all reasonable
precautions to prevent the inadvertent or accidental exposure of Confidential
Information.

                                      -2-

   9

                  (c)   Removal. I will not remove any Confidential Information
from Company's premises or make copies of such materials except for use in
Company's business.

                  (d)   Return. I will return promptly to Company all
Confidential Information and copies thereof at any time upon the request of
Company, in any event and without such request, prior to the termination of my
employment by Company. I agree not to retain any tangible or intangible copies
of any Confidential Information after my termination of employment for any
reason. Upon termination of my employment, I will not take with me any
documents or materials or copies thereof containing any Confidential
Information.

            6.3   Confidential Information. The following materials and
information (including any and all copies thereof), whether having existed, now
existing, or to be developed or created during the term of my employment by
Company (herein referred to collectively as the "Confidential Information")
whether tangible or intangible, and whether or how stored, compiled or
memorialized physically, electronically, graphically, photographically or in
writing, are covered by this Agreement and acknowledged by me to be valuable,
special and unique assets of Company the disclosure of which, may be materially
damaging.

                  (a)   Software. All information relating to existing software
products and software in various stages of research and development which are
not generally known to the public or within the Internet industry or trade in
which Company competes (such as know-how, Inventions, design specifications,
algorithms, technical formulas, engineering data, benchmark test results,
search engines, Internet and e-commerce tools, methodologies, procedures,
techniques, and information processing processes) and the physical embodiments
of such information (such as drawings, specification sheets, design notes,
source code, object code, HTML code, XML code, scripts, applets, load modules,
schematics, flow charts, logic diagrams, procedural diagrams, coding sheets,
work sheets, documentation, annotations, printouts, studies, manuals, proposals
and any other written or machine-readable manuals, proposals and any other
written or machine readable expressions of such information as are fixed in any
tangible media).

                  (b)   Other Products and Services. All information relating
to consulting, Inventions, entertainment content, research and development and
other proprietary products or services, whether existing or in various stages
of research and development, which are not generally known to the public or
within the Internet industry or trade in which Company competes (such as
know-how, content, specifications, technical data, engineering data, processes,
techniques, methodologies, and strategies) and the physical embodiments of such
information (such as drawings, schematics, data files, video, text, pictures,
sound, graphics, specification sheets, instructor manuals, course materials,
training aids, video cassettes, transparencies, slides, taped recordings of
presentations, proposals, printouts, studies, contracts, maintenance manuals,
documentation, and any other written or machine-readable expressions of such
information as are fixed in any tangible media).

                  (c)   Business Procedures. All information concerning or
relating to the way Company conducts its business which is not generally known
to the public or within the Internet industry (such as internal business
procedures, controls, internal telephone numbers,

                                      -3-

   10

plans, licensing techniques and practices, supplier, subcontractor, consultant,
and prime contractor names and contracts and other vendor information, computer
system passwords and other computer security controls, financial information,
distributor information, and employee data) and the physical embodiments of
such information (such as check lists, samples, services and operational
manuals, contracts, proposals, print-outs, correspondence, forms, listings,
ledgers, financial statements, financial reports, financial and operational
analyses, financial and operational studies, management reports of every kind,
databases, personnel records pertaining to employees other than myself, and any
other written or machine-readable expressions of such information as are fixed
in any tangible media).

                  (d)   Marketing Plans and Customer Lists. All information
pertaining to Company's marketing plans and strategies; forecasts and
projections; marketing practices, procedures and policies; financial data;
discounts; margins; costs; credit terms; pricing practices, procedures and
policies; domain names; goals and objectives; quoting practices, procedures and
policies; and customer data including customer lists, contracts,
representatives, requirements and needs, specifications, data provided by or
about prospective existing or past customers and contract terms applicable to
such customers and Web site visitor data, and the physical embodiments of such
information (such as license agreements, customer lists, print-outs, databases,
marketing plans, marketing reports, strategic business plans, marketing
analyses and management reports, seminar and class attendee rosters, trade show
or exhibit attendee listings, listings of potential customers and leads, and
any other written or machine-readable expressions of such information as are
fixed in any tangible media).

                  (e)   Not Generally Known. Any information in addition to the
foregoing which is not generally known to the public or within the Internet or
software industry or trade in which Company competes, and the physical
embodiments of such information in any tangible form, whether written or
machine-readable in nature.

            6.4   General Knowledge. The general skills, knowledge and
experience gained during my employment with Company, and information publicly
available or generally known within the industry or trade in which Company
competes, is not considered Confidential Information. Also, upon termination of
my employment with Company, I shall not, subject to the provisions of Section 7
below, be restricted from working with a person or entity which has
independently developed information or materials similar to Confidential
Information as long as I comply with my continuing obligations under this
Agreement.

            6.5   Information Disclosed Remains Property of Company. I agree
and acknowledge that all ideas, concepts, information, and written material
disclosed to me by Company, or acquired from a customer or prospective customer
of Company are and shall remain the sole and exclusive property and
Confidential Information of Company or such customers, and are disclosed in
confidence by Company or permitted to be acquired from such customers in
reliance on my agreement to maintain them in confidence and not to use or
disclose them to any other person except in furtherance of Company's business
and for Company's benefit.

                                      -4-

   11

      7.    Non-Competition  Covenant.

            7.1   Competitor Defined. The term "COMPETITOR" shall refer to any
person, firm, corporation, partnership or other business entity engaged in or
about to become engaged in the production, licensing, sale or marketing of any
product or service or planned business of Company:

                  (a)   which is similar to or directly competitive with
                  Company's proprietary Internet, e-commerce or software,
                  research and development or development of any product or
                  service of Company with which I have been directly concerned
                  through my work for Company during the preceding two (2)
                  years; or

                  (b)   with respect to which I have acquired Confidential
                  Information.

            7.2   Restrictive Covenant. As a material inducement to Company to
enter into this Agreement, I covenant and agree that without the Company's
prior written consent, during my employment with Company and for a period of
one (1) year following the termination of my employment, whether such
termination be with or without cause, I shall not enter the employ of any
Competitor, nor engage during such period, directly or indirectly, voluntarily
or involuntarily, as principal, agent, officer, employee or otherwise, anywhere
in the United States, in any actions to solicit, divert or take away any
customer or supplier of Company, or provide services to, or assist in any
manner any Competitor, or otherwise compete with Company in the sale or
licensing, of any products or services competitive with the game, Internet,
e-commerce or e-entertainment products or services developed or marketed by
Company in the United States.

            Notwithstanding the foregoing, I shall retain the right to invest
in or have an interest in entities traded on any public market or offered by
any national brokerage house, provided that said interest does not exceed one
percent (1%) of the voting control of said entity. In addition, I may make
passive investments in privately held entities that are determined by the Board
of Directors of the Company not to be competitors of the Company.

            7.3   Employee's Acknowledgements and Agreements. I acknowledge
that the covenant in Section 7.2 has a unique, very substantial and
immeasurable value to Company. I acknowledge and agree that the Internet,
e-commerce and software products and services developed by Company are or are
intended to be marketed and licensed to customers worldwide. I further
acknowledge and agree to the reasonableness of this covenant not to compete and
the reasonableness of the geographic area and duration of time which are a part
of said covenant. I also acknowledge and agree that this covenant will not
impair me from becoming gainfully employed, or otherwise earning a livelihood
following termination of employment with Company.

      8.    Non-Solicitation. I agree that any attempt on my part to induce
others to leave Company's employ, or any effort by me to interfere with
Company's relationship with its other employees would be harmful and damaging
to Company. I agree that during employment and

                                      -5-

   12

for a period of two (2) years thereafter, I will not in any way, directly or
indirectly (i) induce or attempt to induce any employee of Company to quit
employment with Company; (ii) otherwise interfere with or disrupt Company's
relationship with its employees; (iii) solicit, entice, or hire away any
employee of Company; or (iv) hire or engage any employee of Company or any
former employee of Company whose employment with Company ceased less than one
(1) year before the date of such hiring or engagement.

      9.    Project Completion. I agree to give Company at least thirty (30)
days prior written notice of termination to minimize any adverse effect on
Company for any project in which I might be involved on behalf of Company. I
agree to use my best efforts prior to termination to complete any project then
assigned to me to the reasonable satisfaction of the Company, and to be
available thereafter as reasonably required to assist with a transition and to
answer questions explaining the work done by me prior to termination.

      10.   Notification. I hereby authorize the Company to notify my actual or
future employers of the terms of this Agreement and my responsibilities
hereunder.

      11.   Name and Likeness Rights. I hereby authorize the Company to use,
reuse, and to grant others the right to use and reuse my name, photograph,
likeness (including caricature), voice, and biographical information, and any
reproduction or simulation thereof, in any media now known or hereafter
developed (including, but not limited to, film, video and digital or other
electronic media), both during and after my employment, for whatever purposes
the Company deems necessary.

      12.   Injunctive Relief. I agree that damages in the event of any breach
or threatened breach of this Agreement by me would be difficult to ascertain
and that the Company may suffer irreparable harm. I therefore agree that,
notwithstanding anything in this Agreement to the contrary, the Company, in
addition to and without limiting any other remedy or right it may have, shall
have the right to an injunction or other equitable relief in any court of
competent jurisdiction enjoining any such breach. I hereby waive any and all
defenses I may have on the ground of lack of jurisdiction or competence of the
court to grant such an injunction or other equitable relief. The existence of
this right shall not preclude any other rights and remedies at law or in equity
which the Company may have.

      13.   Assignment. My rights, interest and benefits hereunder shall not be
assigned, transferred, pledged, or hypothecated in any way by me. The rights
and obligations of the Company under this Agreement shall inure to the benefit
of and be binding upon the successors of Company. If Company shall at any time
be merged or consolidated with or into another corporation, or if substantially
all the assets of Company are transferred to another corporation, the
provisions of this Agreement shall be binding on and shall inure to the benefit
of the corporation resulting from such merger or consolidation or to which such
assets shall be transferred.

      14.   Governing Law; Severability. This Agreement will be governed and
interpreted in accordance with the internal laws of the State of Maryland,
without regard to or application of

                                      -6-

   13

choice-of-law rules or principles. In the event that any provision of this
Agreement is found by a court, arbitrator or other tribunal to be illegal,
invalid or unenforceable, then such provision shall not be voided, but shall be
enforced to the maximum extent permissible under applicable law, and the
remainder of this Agreement shall remain in full force and effect.

      15.   Forum Selection. The parties agree that any legal proceeding,
commenced by one party against the other, shall be brought in any state or
Federal court having proper jurisdiction, within the State of Maryland. Both
parties submit to such jurisdiction, and waive any objection to venue and/or
claim of inconvenient forum.

      16.   No Breach of Prior Agreement. I represent that my performance of
all the terms of this Agreement and my duties as an employee of the Company
will not breach any invention assignment, proprietary information,
confidentiality or similar agreement with any former employer or other party. I
represent that I will not bring with me to the Company or use in the
performance of my duties for the Company any documents or materials or
intangibles of a former employer or third party that are not generally
available to the public or have not been legally transferred to the Company.

      17.   Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      18.   Headings. The captions and headings of this Agreement are included
for ease of reference only and will be disregarded in interpreting or
construing this Agreement. All references herein to sections will refer to
sections of this Agreement.

      19.   Entire Agreement. This Agreement constitutes the entire agreement
and understanding of the parties with respect to the subject matter of this
Agreement, and supersedes all prior understandings and agreements, whether oral
or written, between the parties hereto with respect to the specific subject
matter hereof.

                                      -7-

   14

SEQUOIA SOFTWARE CORPORATION              EMPLOYEE

By: /s/ Richard C. Faint, Jr.             /s/ Anil Sethi
   ---------------------------------      --------------------------------------
                                          Signature

Name:  Richard C. Faint, Jr.              Anil Sethi
     -------------------------------      --------------------------------------
                                          Name (Please print)

Title: Chief Executive Officer
      ------------------------------


                                      -8-


EX-10.7
14
EMPLOYMENT AGREEMENT BETWEEN SEQUOIA & M. RUBIN

   1
                                                                  EXHIBIT 10.7

                              EMPLOYMENT AGREEMENT

       THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 1st day of
January, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland
corporation (the "Company"), and MARC RUBIN (the "Employee").

       IN CONSIDERATION OF the mutual covenants and agreements hereinafter set
forth, the parties hereto hereby agree as follows:

       1.     Employment.

       The Company hereby employs the Employee, and the Employee hereby accepts
employment with the Company, upon the terms and conditions hereinafter set
forth.

       2.     Term.

       Unless Employee's employment hereunder is terminated earlier pursuant to
Section 5 of this Agreement, Employee's employment hereunder shall begin on the
date hereof and shall expire two (2) years from the date hereof, provided that
upon the expiration of the first two (2) years of such employment, the
Employee's employment hereunder shall continue for additional consecutive
extension terms of one (1) year each until either party gives notice of
termination to the other at least one hundred eighty (180) days prior to end of
the then current term. The term of employment described in the immediately
preceding sentence, including any extensions but without giving effect to any
earlier termination provided for under Section 5 of this Agreement, is
hereinafter described as the "Contract Term." The period of time during which
the Employee actually is employed hereunder, giving effect to any termination of
employment under Section 5 of this Agreement, is hereinafter described as the
"Term."

       3.     Duties and Responsibilities.

              3.1    During the Term, the Employee shall devote his full
attention and expend his best efforts, energies, and skills, on a full-time
basis, to the business of the Company and any corporation, partnership or other
entity controlled by the Company (each, a "Subsidiary"). For purposes of this
Agreement, the term the "Company" shall mean the Company and all Subsidiaries.

              3.2    During the Term, the Employee shall serve as the Chief
Accounting Officer of the Company. In the performance of all of his
responsibilities as Chief Accounting Officer hereunder, the Employee shall be
subject to all of the Company's policies, rules and regulations applicable to
its employees of comparable status, shall report directly to, and be subject to
the direction and control of, the Chief Executive Officer of the Company, and
shall perform such duties as shall reasonably be assigned to him by the Chief
Executive Officer and are consistent with those duties assigned employees of
comparable status. In performing such duties, the Employee will be subject to
and abide by, and will cause employees of the Company to be subject to and abide
by, all policies and procedures developed by senior management of the Company.
During the Term, the

   2

Employee shall be based in offices located within a radius of forty-five (45)
miles of the Baltimore, Maryland city center, and, other than business travel of
reasonable amounts and duration, Employee shall not be required to perform
services outside of the greater Baltimore, Maryland metropolitan area.

              3.3    In order to induce the Company to enter into this
Agreement, the Employee represents and warrants to the Company that (a) the
Employee is not a party or subject to any employment agreement or arrangement
with any other person, firm, company, corporation or other business entity, and
(b) the Employee is subject to no restraint, limitation or restriction by virtue
of any law, any contract or otherwise which would impair the Employee's right or
ability (i) to enter the employ of the Company, or (ii) to perform fully his
duties and obligations pursuant to this Agreement.

       4.     Compensation and Benefits.

              4.1    For all services rendered by the Employee under this
Agreement, the Company shall pay or cause to be paid to the Employee, and the
Employee shall accept, the Base Salary (as such term is hereinafter defined in
this Article 4) and participation in the Sequoia Software Corporation 2000 Stock
Incentive Plan, all in accordance with and subject to the terms of this
Agreement. The term "Compensation" shall mean the Base Salary and participation
in the Sequoia Software Corporation 2000 Stock Incentive Plan.

              4.2    During the Term, the Company shall pay the Employee a
"Base Salary" at an annual rate of One Hundred Fifteen Thousand Dollars
($115,000), payable in installments in accordance with the Company's regular
payroll practices and subject to all withholding required by law. The Board of
Directors of the Company shall review the Base Salary of the Employee at least
annually and may grant increases thereto in its sole discretion.

              4.3    During the Employee's employment under this Agreement, the
Employee shall be eligible to participate in the Sequoia Software Corporation
2000 Stock Incentive Plan, and other stock plans as may be maintained by the
Company from time to time, in whole or in part. The Employee's awards under such
stock plans shall be determined by the Company, the Board of Directors or such
person or administrative body as provided under such plans.

              4.4    During the Term, the Employee shall be entitled to (i)
participation in such employee retirement, and welfare benefit plans, programs,
policies and arrangements as maintained by the Company from time to time, in
whole or in part, for employees of his level; subject to, and to the extent
that, the Employee is eligible under such benefit plans in accordance with their
respective terms (ii) paid vacation, holidays, leave of absence, leave for
illness, funeral leave and temporary disability leave in accordance with the
policies of the Company; and (iii) perquisites as from time to time provided by
the Company to employees of his level.


                                     - 2 -
   3


              4.5    During the Term, the Employee is authorized to incur
reasonable expenses in the performance of his duties hereunder. The Company
shall reimburse the Employee for all such expenses upon the presentation by the
Employee, not less frequently than monthly, of signed, itemized accounts of such
expenditures and vouchers, all in accordance with the Company's procedures and
policies as adopted and in effect from time to time and applicable to its
employees of comparable status.

       5.     Termination.

              5.1    The Company may terminate the Employee's employment under
this Agreement at any time for Cause. "Cause" shall exist for such termination
if Employee (i) is adjudicated guilty of a felony by a court of competent
jurisdiction, (ii) commits any act of fraud or intentional misrepresentation,
(iii) has materially breached any covenant set forth in this Agreement or
willfully violated any direction of the Board of Directors of the Company, which
breach or willful violation the Employee has not cured within thirty (30) days
following notice by the Board of Directors to the Employee of the breach or
willful violation, or (iv) has made any material misrepresentation to the
Company under Section 3.3 hereof.

              5.2    The Company may terminate the Employee's employment under
this Agreement at any time without Cause. If the Company breaches any term of
this Agreement and fails to cure such breach within thirty (30) days of notice
of such breach from the Employee, and if Employee terminates his employment with
the Company within thirty (30) days after the period for the cure of the breach
by the Company expires, the Company shall be deemed to have terminated the
Employee's employment hereunder without Cause.

              5.3    The Employee may voluntarily terminate his employment under
this Agreement at any time. For the purposes of this Agreement, if the Employee
terminates his employment under this Agreement pursuant to the second sentence
of Section 5.2 above, he shall not be deemed to have terminated such employment
under this Section 5.3.

              5.4    The election of the Company to give notice in accordance
with Section 2 above that the Employee's employment hereunder will not be
extended for an additional one (1) year term shall not constitute a termination
of the Employee's employment hereunder by the Company without Cause for the
purposes of Section 5.2 above.

       6.     Severance Payments.

       If the Employee's employment under this Agreement is terminated during
the Term of the Agreement by the Company without Cause, the Employee shall be
entitled to continuation in payment of his Base Salary, at the rate in effect
immediately before the date of termination, for a period equal to the greater of
(a) the period from the day after his last day of employment hereunder through
the last day of the Term of this Agreement, or (b) one (1) year, provided that
the Employee (i) honors the restrictive covenants as provided in Section 7 of
this Agreement and (ii) executes a


                                     - 3 -
   4


release of all claims arising from his employment by the Company, in such form
as may then be used by the Company respecting termination of employees.

       7.     Restrictive Covenants.

       The Employee shall execute and be bound by the Employee Invention,
Assignment and Confidentiality Agreement, which is attached hereto as Exhibit A.
The Employee agrees that the Employee Invention, Assignment and Confidentiality
Agreement constitutes a separate agreement independently supported by good and
adequate consideration and, notwithstanding anything in this Agreement to the
contrary, shall be severable from the other provisions of, and shall survive,
this Agreement.

       8.     Miscellaneous.

              8.1    This Agreement is a personal contract, and the rights and
interests of the Employee hereunder may not be sold, transferred, assigned,
pledged or hypothecated except as otherwise expressly permitted by the
provisions of this Agreement. The Employee shall not under any circumstances
have any option or right to require payment hereunder otherwise than in
accordance with the terms hereof. Except as otherwise expressly provided herein,
the Employee shall not have any power of anticipation, alienation or assignment
of payments contemplated hereunder, and all rights and benefits of the Employee
shall be for the sole personal benefit of the Employee, and no other person
shall acquire any right, title or interest hereunder by reason of any sale,
assignment, transfer claim or judgment or bankruptcy proceedings against the
Employee; provided, however, that in the event of the Employee's death, the
Employee's estate, legal representatives or heirs, as appropriate, shall succeed
to and acquire all rights and benefits that accrued to the Employee pursuant to,
and in accordance with, the terms of this Agreement.

              8.2    The Company shall have the right to assign this Agreement
to any successor to substantially all of its business or assets, and any such
successor shall be bound by all of the provisions hereof.

              8.3    Any notice required or permitted by or in connection with
this Agreement shall be in writing and shall be made by hand delivery, by
Federal Express, or other similar overnight delivery service, or by certified
mail, unrestricted delivery, return receipt requested, postage prepaid,
addressed to the addressee at the appropriate address set forth below or to such
other address as may be hereafter specified by written notice by the addressee
to the other party to this Agreement. Notice shall be considered given as of the
date of the hand delivery, one (1) calendar day after delivery to Federal
Express or similar overnight delivery service, or three (3) calendar days after
the date of mailing, independent of the date of actual delivery or whether
delivery is ever in fact made.


                                     - 4 -
   5


If to the Company:                     Sequoia Software Corporation
                                       5457 Twin Knolls Road
                                       Suite 310
                                       Columbia, Maryland 21045
                                       Attention: Board of Directors

If to the Employee:                    Marc Rubin
                                       c/o Sequoia Software Corporation
                                       5457 Twin Knolls Road
                                       Suite 310
                                       Columbia, Maryland 21045

              8.4    This Agreement may not be changed, amended, terminated or
superseded orally, but only by an agreement in writing, nor may any of the
provisions hereof be waived orally, but only by an instrument in writing, in any
such case signed by the party against whom enforcement of any change, amendment,
termination, waiver, modification, extension or discharge is sought.

              8.5    Except as otherwise provided herein, this Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of Maryland, without giving any effect to the principles of conflicts of
laws.

              8.6    All descriptive headings and captions of the several
sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.

              8.7    If any provision of this Agreement, or part thereof, is
held to be unenforceable, the remainder of this Agreement and provision, as the
case may be, shall nevertheless remain in full force and effect.

              8.8    Each of the parties hereto shall, at any time and from time
to time hereafter, upon the reasonable request of the other, take such further
actions and execute, acknowledge and deliver all such instruments of further
assurance as necessary to carry out the provisions of this Agreement.

              8.9    This Agreement contains the entire agreement and
understanding between the Company and the Employee with respect to the subject
matter hereof and supersedes all prior understandings and agreements, including
any prior employment contract or agreement, whether oral or written, between the
parties hereto with respect to the specific subject matter hereof. No
representations or warranties of any kind or nature relating to the Company or
its affiliates or their respective businesses, assets, liabilities, operations,
future plans or prospects have been made by or on behalf of the Company to the
Employee; nor have any representations or warranties of any kind


                                     - 5 -
   6


or nature been made by the Employee to the Company, except as expressly set
forth in this Agreement.

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date hereinabove written.

                                    THE COMPANY:

                                    SEQUOIA SOFTWARE CORPORATION

                                    By:   /s/ Richard C. Faint, Jr.
                                          --------------------------------------
                                          Name: Richard C. Faint, Jr.
                                               ---------------------------------
                                          Title: Chief Executive Officer
                                                 -------------------------------

                                    THE EMPLOYEE:
                                    /s/ Marc Rubin
                                    --------------------------------







                                     - 6 -
   7


                                                                       EXHIBIT A

                               EMPLOYEE INVENTION,
                                 ASSIGNMENT AND
                            CONFIDENTIALITY AGREEMENT

       In consideration, and as a condition of my employment with Sequoia
Software Corporation, a Maryland corporation (the "COMPANY"), I hereby represent
to, and agree with the Company as follows:

       1.     Purpose of Agreement. I understand that the Company is or will be
engaged in a continuous program of research, development, production and
marketing in connection with its business and that it is critical for the
Company to preserve and protect its "Confidential Information" (as defined in
Section 6 below), its rights in "Inventions" (as defined in Section 2 below) and
in all related intellectual property rights. Accordingly, I am entering into
this Employee Invention Assignment and Confidentiality Agreement (the
"AGREEMENT") as a condition of my employment with the Company, whether or not I
am expected to create inventions of value for the Company.

       2.     Disclosure of Inventions. I will promptly disclose in confidence
to the Company all inventions, improvements, designs, original works of
authorship, formulas, processes, compositions of matter, computer software
programs, Internet products and services, e-commerce products and services,
e-entertainment products and services, databases, mask works and trade secrets
(the "INVENTIONS") that I make or conceive or first reduce to practice or
create, either alone or jointly with others, during the period of my employment,
whether or not in the course of my employment, and whether or not such
Inventions are patentable, copyrightable or protectible as trade secrets.

       3.     Work for Hire; Assignment of Inventions. I acknowledge and agree
that any copyrightable works prepared by me within the scope of my employment
are "works for hire" under the Copyright Act and that the Company will be
considered the author and owner of such copyrightable works. I agree that all
Inventions that (i) are developed using equipment, supplies, facilities or trade
secrets of the Company, (ii) result from work performed by me for the Company,
or (iii) relate to the Company's business or current or anticipated research and
development, will be the sole and exclusive property of the Company and are
hereby irrevocably assigned by me to the Company from the moment of their
creation and fixation in tangible media.

       4.     Assignment of Other Rights. In addition to the foregoing
assignment of Inventions to the Company, I hereby irrevocably transfer and
assign to the Company: (i) all worldwide patents, patent applications,
copyrights, mask works, trade secrets and other intellectual property rights in
any Invention; and (ii) any and all "Moral Rights" (as defined


   8


below) that I may have in or with respect to any Invention. I also hereby
forever waive and agree never to assert any and all Moral Rights I may have in
or with respect to any Invention, even after termination of my work on behalf of
the Company. "MORAL RIGHTS" mean any rights to claim authorship of an Invention,
to object to or prevent the modification of any Invention, or to withdraw from
circulation or control the publication or distribution of any Invention, and any
similar right, existing under judicial or statutory law of any country in the
world, or under any treaty, regardless of whether or not such right is
denominated or generally referred to as a "moral right."

       5.     Assistance. I agree to assist the Company in every proper way to
obtain for the Company and enforce patents, copyrights, mask work rights, trade
secret rights and other legal protections for the Company's Inventions in any
and all countries. I will execute any documents that the Company may reasonably
request for use in obtaining or enforcing such patents, copyrights, mask work
rights, trade secrets and other legal protections. My obligations under this
section will continue beyond the termination of my employment with the Company,
provided that the Company will compensate me at a reasonable rate after such
termination for time or expenses actually spent by me at the Company's request
on such assistance. I appoint the Secretary of the Company as my
attorney-in-fact to execute documents on my behalf for this purpose.

       6.     Confidentiality Obligations.

              6.1    Acknowledgement. I understand that my employment by the
Company creates a relationship of confidence and trust with respect to any
information of a confidential or secret nature that may be disclosed to me by
the Company that relates to the business of the Company or to any parent,
subsidiary, affiliate, customer, consultant or supplier of the Company or any
other party with whom the Company or any other party with whom the Company
agrees to hold such information (including any and all copies thereof) of such
party in confidence (the "CONFIDENTIAL INFORMATION"). Such Confidential
Information is defined more specifically in Section 6.3 below.

              6.2    Obligations. I agree to take the following steps to
preserve the confidential and proprietary nature of Confidential Information:

                     (a)    Non-Disclosure. At all times both during and after
my employment with Company, I will not use, disclose or transfer any of the
Confidential Information other than as authorized by Company, except as may be
necessary to perform my duties as an employee of the Company for the benefit of
the Company. I understand that I am not allowed to sell, license or otherwise
exploit any products (including software or content in any form) which embody or
otherwise exploit in whole or in part any Confidential Information.

                     (b)    Disclosure Prevention. I will take all reasonable
precautions to prevent the inadvertent or accidental exposure of Confidential
Information.


                                     - 2 -
   9


                     (c)    Removal. I will not remove any Confidential
Information from Company's premises or make copies of such materials except for
use in Company's business.

                     (d)    Return. I will return promptly to Company all
Confidential Information and copies thereof at any time upon the request of
Company, in any event and without such request, prior to the termination of my
employment by Company. I agree not to retain any tangible or intangible copies
of any Confidential Information after my termination of employment for any
reason. Upon termination of my employment, I will not take with me any documents
or materials or copies thereof containing any Confidential Information.

              6.3    Confidential Information. The following materials and
information (including any and all copies thereof), whether having existed, now
existing, or to be developed or created during the term of my employment by
Company (herein referred to collectively as the "Confidential Information")
whether tangible or intangible, and whether or how stored, compiled or
memorialized physically, electronically, graphically, photographically or in
writing, are covered by this Agreement and acknowledged by me to be valuable,
special and unique assets of Company the disclosure of which, may be materially
damaging.

                     (a)    Software. All information relating to existing
software products and software in various stages of research and development
which are not generally known to the public or within the Internet industry or
trade in which Company competes (such as know-how, Inventions, design
specifications, algorithms, technical formulas, engineering data, benchmark test
results, search engines, Internet and e-commerce tools, methodologies,
procedures, techniques, and information processing processes) and the physical
embodiments of such information (such as drawings, specification sheets, design
notes, source code, object code, HTML code, XML code, scripts, applets, load
modules, schematics, flow charts, logic diagrams, procedural diagrams, coding
sheets, work sheets, documentation, annotations, printouts, studies, manuals,
proposals and any other written or machine-readable manuals, proposals and any
other written or machine readable expressions of such information as are fixed
in any tangible media).

                     (b)    Other Products and Services. All information
relating to consulting, Inventions, entertainment content, research and
development and other proprietary products or services, whether existing or in
various stages of research and development, which are not generally known to the
public or within the Internet industry or trade in which Company competes (such
as know-how, content, specifications, technical data, engineering data,
processes, techniques, methodologies, and strategies) and the physical
embodiments of such information (such as drawings, schematics, data files,
video, text, pictures, sound, graphics, specification sheets, instructor
manuals, course materials, training aids, video cassettes, transparencies,
slides, taped recordings of presentations, proposals, printouts, studies,
contracts, maintenance manuals, documentation, and any other written or
machine-readable expressions of such information as are fixed in any tangible
media).

                     (c)    Business Procedures. All information concerning or
relating to the way Company conducts its business which is not generally known
to the public or within the Internet industry (such as internal business
procedures, controls, internal telephone numbers,


                                     - 3 -
   10


plans, licensing techniques and practices, supplier, subcontractor, consultant,
and prime contractor names and contracts and other vendor information, computer
system passwords and other computer security controls, financial information,
distributor information, and employee data) and the physical embodiments of such
information (such as check lists, samples, services and operational manuals,
contracts, proposals, print-outs, correspondence, forms, listings, ledgers,
financial statements, financial reports, financial and operational analyses,
financial and operational studies, management reports of every kind, databases,
personnel records pertaining to employees other than myself, and any other
written or machine-readable expressions of such information as are fixed in any
tangible media).

                     (d)    Marketing Plans and Customer Lists. All information
pertaining to Company's marketing plans and strategies; forecasts and
projections; marketing practices, procedures and policies; financial data;
discounts; margins; costs; credit terms; pricing practices, procedures and
policies; domain names; goals and objectives; quoting practices, procedures and
policies; and customer data including customer lists, contracts,
representatives, requirements and needs, specifications, data provided by or
about prospective existing or past customers and contract terms applicable to
such customers and Web site visitor data, and the physical embodiments of such
information (such as license agreements, customer lists, print-outs, databases,
marketing plans, marketing reports, strategic business plans, marketing analyses
and management reports, seminar and class attendee rosters, trade show or
exhibit attendee listings, listings of potential customers and leads, and any
other written or machine-readable expressions of such information as are fixed
in any tangible media).

                     (e)    Not Generally Known. Any information in addition to
the foregoing which is not generally known to the public or within the Internet
or software industry or trade in which Company competes, and the physical
embodiments of such information in any tangible form, whether written or
machine-readable in nature.

              6.4    General Knowledge. The general skills, knowledge and
experience gained during my employment with Company, and information publicly
available or generally known within the industry or trade in which Company
competes, is not considered Confidential Information. Also, upon termination of
my employment with Company, I shall not, subject to the provisions of Section 7
below, be restricted from working with a person or entity which has
independently developed information or materials similar to Confidential
Information as long as I comply with my continuing obligations under this
Agreement.

              6.5    Information Disclosed Remains Property of Company. I agree
and acknowledge that all ideas, concepts, information, and written material
disclosed to me by Company, or acquired from a customer or prospective customer
of Company are and shall remain the sole and exclusive property and Confidential
Information of Company or such customers, and are disclosed in confidence by
Company or permitted to be acquired from such customers in reliance on my
agreement to maintain them in confidence and not to use or disclose them to any
other person except in furtherance of Company's business and for Company's
benefit.


                                     - 4 -
   11


       7.     Non-Competition Covenant.

              7.1    Competitor Defined. The term "COMPETITOR" shall refer to
any person, firm, corporation, partnership or other business entity engaged in
or about to become engaged in the production, licensing, sale or marketing of
any product or service or planned business of Company:

                     (a)    which is similar to or directly competitive with
                     Company's proprietary Internet, e-commerce or software,
                     research and development or development of any product or
                     service of Company with which I have been directly
                     concerned through my work for Company during the preceding
                     two (2) years; or

                     (b)    with respect to which I have acquired Confidential
                     Information.

              7.2    Restrictive Covenant. As a material inducement to Company
to enter into this Agreement, I covenant and agree that without the Company's
prior written consent, during my employment with Company and for a period of one
(1) year following the termination of my employment, whether such termination be
with or without cause, I shall not enter the employ of any Competitor, nor
engage during such period, directly or indirectly, voluntarily or involuntarily,
as principal, agent, officer, employee or otherwise, anywhere in the United
States, in any actions to solicit, divert or take away any customer or supplier
of Company, or provide services to, or assist in any manner any Competitor, or
otherwise compete with Company in the sale or licensing, of any products or
services competitive with the game, Internet, e-commerce or e-entertainment
products or services developed or marketed by Company in the United States.

              Notwithstanding the foregoing, I shall retain the right to invest
in or have an interest in entities traded on any public market or offered by any
national brokerage house, provided that said interest does not exceed one
percent (1%) of the voting control of said entity. In addition, I may make
passive investments in privately held entities that are determined by the Board
of Directors of the Company not to be competitors of the Company.

              7.3    Employee's Acknowledgements and Agreements. I acknowledge
that the covenant in Section 7.2 has a unique, very substantial and immeasurable
value to Company. I acknowledge and agree that the Internet, e-commerce and
software products and services developed by Company are or are intended to be
marketed and licensed to customers worldwide. I further acknowledge and agree to
the reasonableness of this covenant not to compete and the reasonableness of the
geographic area and duration of time which are a part of said covenant. I also
acknowledge and agree that this covenant will not impair me from becoming
gainfully employed, or otherwise earning a livelihood following termination of
employment with Company.

       8.     Non-Solicitation. I agree that any attempt on my part to induce
others to leave Company's employ, or any effort by me to interfere with
Company's relationship with its other employees would be harmful and damaging to
Company. I agree that during employment and


                                     - 5 -
   12


for a period of two (2) years thereafter, I will not in any way, directly or
indirectly (i) induce or attempt to induce any employee of Company to quit
employment with Company; (ii) otherwise interfere with or disrupt Company's
relationship with its employees; (iii) solicit, entice, or hire away any
employee of Company; or (iv) hire or engage any employee of Company or any
former employee of Company whose employment with Company ceased less than one
(1) year before the date of such hiring or engagement.

       9.     Project Completion. I agree to give Company at least thirty (30)
days prior written notice of termination to minimize any adverse effect on
Company for any project in which I might be involved on behalf of Company. I
agree to use my best efforts prior to termination to complete any project then
assigned to me to the reasonable satisfaction of the Company, and to be
available thereafter as reasonably required to assist with a transition and to
answer questions explaining the work done by me prior to termination.

       10.    Notification. I hereby authorize the Company to notify my actual
or future employers of the terms of this Agreement and my responsibilities
hereunder.

       11.    Name and Likeness Rights. I hereby authorize the Company to use,
reuse, and to grant others the right to use and reuse my name, photograph,
likeness (including caricature), voice, and biographical information, and any
reproduction or simulation thereof, in any media now known or hereafter
developed (including, but not limited to, film, video and digital or other
electronic media), both during and after my employment, for whatever purposes
the Company deems necessary.

       12.    Injunctive Relief. I agree that damages in the event of any breach
or threatened breach of this Agreement by me would be difficult to ascertain and
that the Company may suffer irreparable harm. I therefore agree that,
notwithstanding anything in this Agreement to the contrary, the Company, in
addition to and without limiting any other remedy or right it may have, shall
have the right to an injunction or other equitable relief in any court of
competent jurisdiction enjoining any such breach. I hereby waive any and all
defenses I may have on the ground of lack of jurisdiction or competence of the
court to grant such an injunction or other equitable relief. The existence of
this right shall not preclude any other rights and remedies at law or in equity
which the Company may have.

       13.    Assignment. My rights, interest and benefits hereunder shall not
be assigned, transferred, pledged, or hypothecated in any way by me. The rights
and obligations of the Company under this Agreement shall inure to the benefit
of and be binding upon the successors of Company. If Company shall at any time
be merged or consolidated with or into another corporation, or if substantially
all the assets of Company are transferred to another corporation, the provisions
of this Agreement shall be binding on and shall inure to the benefit of the
corporation resulting from such merger or consolidation or to which such assets
shall be transferred.

       14.    Governing Law; Severability. This Agreement will be governed and
interpreted in accordance with the internal laws of the State of Maryland,
without regard to or application of


                                     - 6 -
   13


choice-of-law rules or principles. In the event that any provision of this
Agreement is found by a court, arbitrator or other tribunal to be illegal,
invalid or unenforceable, then such provision shall not be voided, but shall be
enforced to the maximum extent permissible under applicable law, and the
remainder of this Agreement shall remain in full force and effect.

       15.    Forum Selection. The parties agree that any legal proceeding,
commenced by one party against the other, shall be brought in any state or
Federal court having proper jurisdiction, within the State of Maryland. Both
parties submit to such jurisdiction, and waive any objection to venue and/or
claim of inconvenient forum.

       16.    No Breach of Prior Agreement. I represent that my performance of
all the terms of this Agreement and my duties as an employee of the Company will
not breach any invention assignment, proprietary information, confidentiality or
similar agreement with any former employer or other party. I represent that I
will not bring with me to the Company or use in the performance of my duties for
the Company any documents or materials or intangibles of a former employer or
third party that are not generally available to the public or have not been
legally transferred to the Company.

       17.    Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

       18.    Headings. The captions and headings of this Agreement are included
for ease of reference only and will be disregarded in interpreting or construing
this Agreement. All references herein to sections will refer to sections of this
Agreement.

       19.    Entire Agreement. This Agreement constitutes the entire agreement
and understanding of the parties with respect to the subject matter of this
Agreement, and supersedes all prior understandings and agreements, whether oral
or written, between the parties hereto with respect to the specific subject
matter hereof.


                                     - 7 -
   14

SEQUOIA SOFTWARE CORPORATION            EMPLOYEE

By: /s/ Richard C. Faint                /s/ Marc Rubin
   -------------------------------      ------------------------------------
                                        Signature

Name: Richard C. Faint                  Marc Rubin
     -----------------------------      ------------------------------------
                                        Name (Please print)

Title: Chief Executive Officer
      ----------------------------



                                     - 8 -
EX-10.8
15
EMPLOYMENT AGREEMENT BETWEEN SEQUOIA & K. TIGHE

   1
                                                                  EXHIBIT 10.8

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

       THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 1st day of
January, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland
corporation (the "Company"), and KENNETH TIGHE (the "Employee").

       IN CONSIDERATION OF the mutual covenants and agreements hereinafter set
forth, the parties hereto hereby agree as follows:

       1.     Employment.

       The Company hereby employs the Employee, and the Employee hereby accepts
employment with the Company, upon the terms and conditions hereinafter set
forth.

       2.     Term.

       Unless Employee's employment hereunder is terminated earlier pursuant to
Section 5 of this Agreement, Employee's employment hereunder shall begin on the
date hereof and shall expire two (2) years from the date hereof, provided that
upon the expiration of the first two (2) years of such employment, the
Employee's employment hereunder shall continue for additional consecutive
extension terms of one (1) year each until either party gives notice of
termination to the other at least one hundred eighty (180) days prior to end of
the then current term. The term of employment described in the immediately
preceding sentence, including any extensions but without giving effect to any
earlier termination provided for under Section 5 of this Agreement, is
hereinafter described as the "Contract Term." The period of time during which
the Employee actually is employed hereunder, giving effect to any termination of
employment under Section 5 of this Agreement, is hereinafter described as the
"Term."

       3.     Duties and Responsibilities.

              3.1    During the Term, the Employee shall devote his full
attention and expend his best efforts, energies, and skills, on a full-time
basis, to the business of the Company and any corporation, partnership or other
entity controlled by the Company (each, a "Subsidiary"). For purposes of this
Agreement, the term the "Company" shall mean the Company and all Subsidiaries.

              3.2    During the Term, the Employee shall serve as the Executive
Vice President of Sales of the Company. In the performance of all of his
responsibilities as Executive Vice President of Sales hereunder, the Employee
shall be subject to all of the Company's policies, rules and regulations
applicable to its employees of comparable status, shall report directly to, and
be subject to the direction and control of, the Chief Executive Officer of the
Company, and shall perform such duties as shall reasonably be assigned to him by
the Chief Executive Officer and are consistent with those duties assigned
employees of comparable status. In performing such duties, the Employee will be
subject to and abide by, and will cause employees of the Company to be subject
to and abide by, all policies and procedures developed by senior management of
the


   2


Company. During the Term, the Employee shall be based in offices located within
a radius of forty-five (45) miles of the Baltimore, Maryland city center, and,
other than business travel of reasonable amounts and duration, Employee shall
not be required to perform services outside of the greater Baltimore, Maryland
metropolitan area.

              3.3    In order to induce the Company to enter into this
Agreement, the Employee represents and warrants to the Company that (a) the
Employee is not a party or subject to any employment agreement or arrangement
with any other person, firm, company, corporation or other business entity, and
(b) the Employee is subject to no restraint, limitation or restriction by virtue
of any law, any contract or otherwise which would impair the Employee's right or
ability (i) to enter the employ of the Company, or (ii) to perform fully his
duties and obligations pursuant to this Agreement.

       4.     Compensation and Benefits.

              4.1    For all services rendered by the Employee under this
Agreement, the Company shall pay or cause to be paid to the Employee, and the
Employee shall accept, the Base Salary (as such term is hereinafter defined in
this Article 4) and participation in the Sequoia Software Corporation 2000 Stock
Incentive Plan, all in accordance with and subject to the terms of this
Agreement. The term "Compensation" shall mean the Base Salary and participation
in the Sequoia Software Corporation 2000 Stock Incentive Plan.

              4.2    During the Term, the Company shall pay the Employee a "Base
Salary" at an annual rate of One Hundred Fifty-Six Thousand Dollars ($156,000),
payable in installments in accordance with the Company's regular payroll
practices and subject to all withholding required by law. The Board of Directors
of the Company shall review the Base Salary of the Employee at least annually
and may grant increases thereto in its sole discretion.

              4.3    During the Employee's employment under this Agreement, the
Employee shall be eligible to participate in the Sequoia Software Corporation
2000 Stock Incentive Plan, and other stock plans as may be maintained by the
Company from time to time, in whole or in part. The Employee's awards under such
stock plans shall be determined by the Company, the Board of Directors or such
person or administrative body as provided under such plans.

              4.4    During the Term, the Employee shall be entitled to (i)
participation in such employee retirement, and welfare benefit plans, programs,
policies and arrangements as maintained by the Company from time to time, in
whole or in part, for employees of his level; subject to, and to the extent
that, the Employee is eligible under such benefit plans in accordance with their
respective terms (ii) paid vacation, holidays, leave of absence, leave for
illness, funeral leave and temporary disability leave in accordance with the
policies of the Company; and (iii) perquisites as from time to time provided by
the Company to employees of his level.


                                     - 2 -
   3


              4.5    During the Term, the Employee is authorized to incur
reasonable expenses in the performance of his duties hereunder. The Company
shall reimburse the Employee for all such expenses upon the presentation by the
Employee, not less frequently than monthly, of signed, itemized accounts of such
expenditures and vouchers, all in accordance with the Company's procedures and
policies as adopted and in effect from time to time and applicable to its
employees of comparable status.

       5.     Termination.

              5.1    The Company may terminate the Employee's employment under
this Agreement at any time for Cause. "Cause" shall exist for such termination
if Employee (i) is adjudicated guilty of a felony by a court of competent
jurisdiction, (ii) commits any act of fraud or intentional misrepresentation,
(iii) has materially breached any covenant set forth in this Agreement or
willfully violated any direction of the Board of Directors of the Company, which
breach or willful violation the Employee has not cured within thirty (30) days
following notice by the Board of Directors to the Employee of the breach or
willful violation, or (iv) has made any material misrepresentation to the
Company under Section 3.3 hereof.

              5.2    The Company may terminate the Employee's employment under
this Agreement at any time without Cause. If the Company breaches any term of
this Agreement and fails to cure such breach within thirty (30) days of notice
of such breach from the Employee, and if Employee terminates his employment with
the Company within thirty (30) days after the period for the cure of the breach
by the Company expires, the Company shall be deemed to have terminated the
Employee's employment hereunder without Cause.

              5.3    The Employee may voluntarily terminate his employment under
this Agreement at any time. For the purposes of this Agreement, if the Employee
terminates his employment under this Agreement pursuant to the second sentence
of Section 5.2 above, he shall not be deemed to have terminated such employment
under this Section 5.3.

              5.4    The election of the Company to give notice in accordance
with Section 2 above that the Employee's employment hereunder will not be
extended for an additional one (1) year term shall not constitute a termination
of the Employee's employment hereunder by the Company without Cause for the
purposes of Section 5.2 above.

       6.     Severance Payments.

       If the Employee's employment under this Agreement is terminated during
the Term of the Agreement by the Company without Cause, the Employee shall be
entitled to continuation in payment of his Base Salary, at the rate in effect
immediately before the date of termination, for a period equal to the greater of
(a) the period from the day after his last day of employment hereunder through
the last day of the Term of this Agreement, or (b) one (1) year, provided that
the Employee (i) honors the restrictive covenants as provided in Section 7 of
this Agreement and (ii) executes a


                                     - 3 -
   4


release of all claims arising from his employment by the Company, in such form
as may then be used by the Company respecting termination of employees.

       7.     Restrictive Covenants.

       The Employee shall execute and be bound by the Employee Invention,
Assignment and Confidentiality Agreement, which is attached hereto as Exhibit A.
The Employee agrees that the Employee Invention, Assignment and Confidentiality
Agreement constitutes a separate agreement independently supported by good and
adequate consideration and, notwithstanding anything in this Agreement to the
contrary, shall be severable from the other provisions of, and shall survive,
this Agreement.

       8.     Miscellaneous.

              8.1    This Agreement is a personal contract, and the rights and
interests of the Employee hereunder may not be sold, transferred, assigned,
pledged or hypothecated except as otherwise expressly permitted by the
provisions of this Agreement. The Employee shall not under any circumstances
have any option or right to require payment hereunder otherwise than in
accordance with the terms hereof. Except as otherwise expressly provided herein,
the Employee shall not have any power of anticipation, alienation or assignment
of payments contemplated hereunder, and all rights and benefits of the Employee
shall be for the sole personal benefit of the Employee, and no other person
shall acquire any right, title or interest hereunder by reason of any sale,
assignment, transfer claim or judgment or bankruptcy proceedings against the
Employee; provided, however, that in the event of the Employee's death, the
Employee's estate, legal representatives or heirs, as appropriate, shall succeed
to and acquire all rights and benefits that accrued to the Employee pursuant to,
and in accordance with, the terms of this Agreement.

              8.2    The Company shall have the right to assign this Agreement
to any successor to substantially all of its business or assets, and any such
successor shall be bound by all of the provisions hereof.

              8.3    Any notice required or permitted by or in connection with
this Agreement shall be in writing and shall be made by hand delivery, by
Federal Express, or other similar overnight delivery service, or by certified
mail, unrestricted delivery, return receipt requested, postage prepaid,
addressed to the addressee at the appropriate address set forth below or to such
other address as may be hereafter specified by written notice by the addressee
to the other party to this Agreement. Notice shall be considered given as of the
date of the hand delivery, one (1) calendar day after delivery to Federal
Express or similar overnight delivery service, or three (3) calendar days after
the date of mailing, independent of the date of actual delivery or whether
delivery is ever in fact made.



                                     - 4 -
   5


If to the Company:                     Sequoia Software Corporation
                                       5457 Twin Knolls Road
                                       Suite 310
                                       Columbia, Maryland 21045
                                       Attention: Board of Directors

If to the Employee:                    Kenneth Tighe
                                       c/o Sequoia Software Corporation
                                       5457 Twin Knolls Road
                                       Suite 310
                                       Columbia, Maryland 21045

              8.4    This Agreement may not be changed, amended, terminated or
superseded orally, but only by an agreement in writing, nor may any of the
provisions hereof be waived orally, but only by an instrument in writing, in any
such case signed by the party against whom enforcement of any change, amendment,
termination, waiver, modification, extension or discharge is sought.

              8.5    Except as otherwise provided herein, this Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of Maryland, without giving any effect to the principles of conflicts of
laws.

              8.6    All descriptive headings and captions of the several
sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.

              8.7    If any provision of this Agreement, or part thereof, is
held to be unenforceable, the remainder of this Agreement and provision, as the
case may be, shall nevertheless remain in full force and effect.

              8.8    Each of the parties hereto shall, at any time and from time
to time hereafter, upon the reasonable request of the other, take such further
actions and execute, acknowledge and deliver all such instruments of further
assurance as necessary to carry out the provisions of this Agreement.

              8.9    This Agreement contains the entire agreement and
understanding between the Company and the Employee with respect to the subject
matter hereof and supersedes all prior understandings and agreements, including
any prior employment contract or agreement, whether oral or written, between the
parties hereto with respect to the specific subject matter hereof. No
representations or warranties of any kind or nature relating to the Company or
its affiliates or their respective businesses, assets, liabilities, operations,
future plans or prospects have been made by or on behalf of the Company to the
Employee; nor have any representations or warranties of any kind 

                                     - 5 -
   6


or nature been made by the Employee to the Company, except as expressly set
forth in this Agreement.

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date hereinabove written.

                                    THE COMPANY:

                                    SEQUOIA SOFTWARE CORPORATION

                                    By:   /s/ Richard C. Faint, Jr.
                                          --------------------------------------
                                          Name: Richard C. Faint, Jr.
                                               ---------------------------------
                                          Title: Chief Executive Officer
                                                 -------------------------------
                                   
                                    THE EMPLOYEE:
                                    /s/ Kenneth Tighe
                                    -------------------------------------




                                     - 6 -
   7


                                                                       EXHIBIT A

                               EMPLOYEE INVENTION,
                                 ASSIGNMENT AND
                            CONFIDENTIALITY AGREEMENT

       In consideration, and as a condition of my employment with Sequoia
Software Corporation, a Maryland corporation (the "COMPANY"), I hereby represent
to, and agree with the Company as follows:

       1.     Purpose of Agreement. I understand that the Company is or will be
engaged in a continuous program of research, development, production and
marketing in connection with its business and that it is critical for the
Company to preserve and protect its "Confidential Information" (as defined in
Section 6 below), its rights in "Inventions" (as defined in Section 2 below) and
in all related intellectual property rights. Accordingly, I am entering into
this Employee Invention Assignment and Confidentiality Agreement (the
"AGREEMENT") as a condition of my employment with the Company, whether or not I
am expected to create inventions of value for the Company.

       2.     Disclosure of Inventions. I will promptly disclose in confidence
to the Company all inventions, improvements, designs, original works of
authorship, formulas, processes, compositions of matter, computer software
programs, Internet products and services, e-commerce products and services,
e-entertainment products and services, databases, mask works and trade secrets
(the "INVENTIONS") that I make or conceive or first reduce to practice or
create, either alone or jointly with others, during the period of my employment,
whether or not in the course of my employment, and whether or not such
Inventions are patentable, copyrightable or protectible as trade secrets.

       3.     Work for Hire; Assignment of Inventions. I acknowledge and agree
that any copyrightable works prepared by me within the scope of my employment
are "works for hire" under the Copyright Act and that the Company will be
considered the author and owner of such copyrightable works. I agree that all
Inventions that (i) are developed using equipment, supplies, facilities or trade
secrets of the Company, (ii) result from work performed by me for the Company,
or (iii) relate to the Company's business or current or anticipated research and
development, will be the sole and exclusive property of the Company and are
hereby irrevocably assigned by me to the Company from the moment of their
creation and fixation in tangible media.

       4.     Assignment of Other Rights. In addition to the foregoing
assignment of Inventions to the Company, I hereby irrevocably transfer and
assign to the Company: (i) all worldwide patents, patent applications,
copyrights, mask works, trade secrets and other intellectual property rights in
any Invention; and (ii) any and all "Moral Rights" (as defined


   8


below) that I may have in or with respect to any Invention. I also hereby
forever waive and agree never to assert any and all Moral Rights I may have in
or with respect to any Invention, even after termination of my work on behalf of
the Company. "MORAL RIGHTS" mean any rights to claim authorship of an Invention,
to object to or prevent the modification of any Invention, or to withdraw from
circulation or control the publication or distribution of any Invention, and any
similar right, existing under judicial or statutory law of any country in the
world, or under any treaty, regardless of whether or not such right is
denominated or generally referred to as a "moral right."

       5.     Assistance. I agree to assist the Company in every proper way to
obtain for the Company and enforce patents, copyrights, mask work rights, trade
secret rights and other legal protections for the Company's Inventions in any
and all countries. I will execute any documents that the Company may reasonably
request for use in obtaining or enforcing such patents, copyrights, mask work
rights, trade secrets and other legal protections. My obligations under this
section will continue beyond the termination of my employment with the Company,
provided that the Company will compensate me at a reasonable rate after such
termination for time or expenses actually spent by me at the Company's request
on such assistance. I appoint the Secretary of the Company as my
attorney-in-fact to execute documents on my behalf for this purpose.

       6.     Confidentiality Obligations.

              6.1    Acknowledgement. I understand that my employment by the
Company creates a relationship of confidence and trust with respect to any
information of a confidential or secret nature that may be disclosed to me by
the Company that relates to the business of the Company or to any parent,
subsidiary, affiliate, customer, consultant or supplier of the Company or any
other party with whom the Company or any other party with whom the Company
agrees to hold such information (including any and all copies thereof) of such
party in confidence (the "CONFIDENTIAL INFORMATION"). Such Confidential
Information is defined more specifically in Section 6.3 below.

              6.2    Obligations. I agree to take the following steps to
preserve the confidential and proprietary nature of Confidential Information:

                     (a)    Non-Disclosure. At all times both during and after
my employment with Company, I will not use, disclose or transfer any of the
Confidential Information other than as authorized by Company, except as may be
necessary to perform my duties as an employee of the Company for the benefit of
the Company. I understand that I am not allowed to sell, license or otherwise
exploit any products (including software or content in any form) which embody or
otherwise exploit in whole or in part any Confidential Information.

                     (b)    Disclosure Prevention. I will take all reasonable
precautions to prevent the inadvertent or accidental exposure of Confidential
Information.


                                     - 2 -
   9


                     (c)    Removal. I will not remove any Confidential
Information from Company's premises or make copies of such materials except for
use in Company's business.

                     (d)    Return. I will return promptly to Company all
Confidential Information and copies thereof at any time upon the request of
Company, in any event and without such request, prior to the termination of my
employment by Company. I agree not to retain any tangible or intangible copies
of any Confidential Information after my termination of employment for any
reason. Upon termination of my employment, I will not take with me any documents
or materials or copies thereof containing any Confidential Information.

              6.3    Confidential Information. The following materials and
information (including any and all copies thereof), whether having existed, now
existing, or to be developed or created during the term of my employment by
Company (herein referred to collectively as the "Confidential Information")
whether tangible or intangible, and whether or how stored, compiled or
memorialized physically, electronically, graphically, photographically or in
writing, are covered by this Agreement and acknowledged by me to be valuable,
special and unique assets of Company the disclosure of which, may be materially
damaging.

                     (a)    Software. All information relating to existing
software products and software in various stages of research and development
which are not generally known to the public or within the Internet industry or
trade in which Company competes (such as know-how, Inventions, design
specifications, algorithms, technical formulas, engineering data, benchmark test
results, search engines, Internet and e-commerce tools, methodologies,
procedures, techniques, and information processing processes) and the physical
embodiments of such information (such as drawings, specification sheets, design
notes, source code, object code, HTML code, XML code, scripts, applets, load
modules, schematics, flow charts, logic diagrams, procedural diagrams, coding
sheets, work sheets, documentation, annotations, printouts, studies, manuals,
proposals and any other written or machine-readable manuals, proposals and any
other written or machine readable expressions of such information as are fixed
in any tangible media).

                     (b)    Other Products and Services. All information
relating to consulting, Inventions, entertainment content, research and
development and other proprietary products or services, whether existing or in
various stages of research and development, which are not generally known to the
public or within the Internet industry or trade in which Company competes (such
as know-how, content, specifications, technical data, engineering data,
processes, techniques, methodologies, and strategies) and the physical
embodiments of such information (such as drawings, schematics, data files,
video, text, pictures, sound, graphics, specification sheets, instructor
manuals, course materials, training aids, video cassettes, transparencies,
slides, taped recordings of presentations, proposals, printouts, studies,
contracts, maintenance manuals, documentation, and any other written or
machine-readable expressions of such information as are fixed in any tangible
media).

                     (c)    Business Procedures. All information concerning or
relating to the way Company conducts its business which is not generally known
to the public or within the Internet industry (such as internal business
procedures, controls, internal telephone numbers,


                                     - 3 -
   10


plans, licensing techniques and practices, supplier, subcontractor, consultant,
and prime contractor names and contracts and other vendor information, computer
system passwords and other computer security controls, financial information,
distributor information, and employee data) and the physical embodiments of such
information (such as check lists, samples, services and operational manuals,
contracts, proposals, print-outs, correspondence, forms, listings, ledgers,
financial statements, financial reports, financial and operational analyses,
financial and operational studies, management reports of every kind, databases,
personnel records pertaining to employees other than myself, and any other
written or machine-readable expressions of such information as are fixed in any
tangible media).

              (d)    Marketing Plans and Customer Lists. All information
pertaining to Company's marketing plans and strategies; forecasts and
projections; marketing practices, procedures and policies; financial data;
discounts; margins; costs; credit terms; pricing practices, procedures and
policies; domain names; goals and objectives; quoting practices, procedures and
policies; and customer data including customer lists, contracts,
representatives, requirements and needs, specifications, data provided by or
about prospective existing or past customers and contract terms applicable to
such customers and Web site visitor data, and the physical embodiments of such
information (such as license agreements, customer lists, print-outs, databases,
marketing plans, marketing reports, strategic business plans, marketing analyses
and management reports, seminar and class attendee rosters, trade show or
exhibit attendee listings, listings of potential customers and leads, and any
other written or machine-readable expressions of such information as are fixed
in any tangible media).

                     (e)    Not Generally Known. Any information in addition to
the foregoing which is not generally known to the public or within the Internet
or software industry or trade in which Company competes, and the physical
embodiments of such information in any tangible form, whether written or
machine-readable in nature.

              6.4    General Knowledge. The general skills, knowledge and
experience gained during my employment with Company, and information publicly
available or generally known within the industry or trade in which Company
competes, is not considered Confidential Information. Also, upon termination of
my employment with Company, I shall not, subject to the provisions of Section 7
below, be restricted from working with a person or entity which has
independently developed information or materials similar to Confidential
Information as long as I comply with my continuing obligations under this
Agreement.

              6.5    Information Disclosed Remains Property of Company. I agree
and acknowledge that all ideas, concepts, information, and written material
disclosed to me by Company, or acquired from a customer or prospective customer
of Company are and shall remain the sole and exclusive property and Confidential
Information of Company or such customers, and are disclosed in confidence by
Company or permitted to be acquired from such customers in reliance on my
agreement to maintain them in confidence and not to use or disclose them to any
other person except in furtherance of Company's business and for Company's
benefit.


                                     - 4 -
   11


       7.     Non-Competition Covenant.

              7.1    Competitor Defined. The term "COMPETITOR" shall refer to
any person, firm, corporation, partnership or other business entity engaged in
or about to become engaged in the production, licensing, sale or marketing of
any product or service or planned business of Company:

                     (a)    which is similar to or directly competitive with
                     Company's proprietary Internet, e-commerce or software,
                     research and development or development of any product or
                     service of Company with which I have been directly
                     concerned through my work for Company during the preceding
                     two (2) years; or

                     (b)    with respect to which I have acquired Confidential
                     Information.

              7.2    Restrictive Covenant. As a material inducement to Company
to enter into this Agreement, I covenant and agree that without the Company's
prior written consent, during my employment with Company and for a period of one
(1) year following the termination of my employment, whether such termination be
with or without cause, I shall not enter the employ of any Competitor, nor
engage during such period, directly or indirectly, voluntarily or involuntarily,
as principal, agent, officer, employee or otherwise, anywhere in the United
States, in any actions to solicit, divert or take away any customer or supplier
of Company, or provide services to, or assist in any manner any Competitor, or
otherwise compete with Company in the sale or licensing, of any products or
services competitive with the game, Internet, e-commerce or e-entertainment
products or services developed or marketed by Company in the United States.

              Notwithstanding the foregoing, I shall retain the right to invest
in or have an interest in entities traded on any public market or offered by any
national brokerage house, provided that said interest does not exceed one
percent (1%) of the voting control of said entity. In addition, I may make
passive investments in privately held entities that are determined by the Board
of Directors of the Company not to be competitors of the Company.

              7.3    Employee's Acknowledgements and Agreements. I acknowledge
that the covenant in Section 7.2 has a unique, very substantial and immeasurable
value to Company. I acknowledge and agree that the Internet, e-commerce and
software products and services developed by Company are or are intended to be
marketed and licensed to customers worldwide. I further acknowledge and agree to
the reasonableness of this covenant not to compete and the reasonableness of the
geographic area and duration of time which are a part of said covenant. I also
acknowledge and agree that this covenant will not impair me from becoming
gainfully employed, or otherwise earning a livelihood following termination of
employment with Company.

       8.     Non-Solicitation. I agree that any attempt on my part to induce
others to leave Company's employ, or any effort by me to interfere with
Company's relationship with its other employees would be harmful and damaging to
Company. I agree that during employment and


                                     - 5 -
   12


for a period of two (2) years thereafter, I will not in any way, directly or
indirectly (i) induce or attempt to induce any employee of Company to quit
employment with Company; (ii) otherwise interfere with or disrupt Company's
relationship with its employees; (iii) solicit, entice, or hire away any
employee of Company; or (iv) hire or engage any employee of Company or any
former employee of Company whose employment with Company ceased less than one
(1) year before the date of such hiring or engagement.

       9.     Project Completion. I agree to give Company at least thirty (30)
days prior written notice of termination to minimize any adverse effect on
Company for any project in which I might be involved on behalf of Company. I
agree to use my best efforts prior to termination to complete any project then
assigned to me to the reasonable satisfaction of the Company, and to be
available thereafter as reasonably required to assist with a transition and to
answer questions explaining the work done by me prior to termination.

       10.    Notification. I hereby authorize the Company to notify my actual
or future employers of the terms of this Agreement and my responsibilities
hereunder.

       11.    Name and Likeness Rights. I hereby authorize the Company to use,
reuse, and to grant others the right to use and reuse my name, photograph,
likeness (including caricature), voice, and biographical information, and any
reproduction or simulation thereof, in any media now known or hereafter
developed (including, but not limited to, film, video and digital or other
electronic media), both during and after my employment, for whatever purposes
the Company deems necessary.

       12.    Injunctive Relief. I agree that damages in the event of any breach
or threatened breach of this Agreement by me would be difficult to ascertain and
that the Company may suffer irreparable harm. I therefore agree that,
notwithstanding anything in this Agreement to the contrary, the Company, in
addition to and without limiting any other remedy or right it may have, shall
have the right to an injunction or other equitable relief in any court of
competent jurisdiction enjoining any such breach. I hereby waive any and all
defenses I may have on the ground of lack of jurisdiction or competence of the
court to grant such an injunction or other equitable relief. The existence of
this right shall not preclude any other rights and remedies at law or in equity
which the Company may have.

       13.    Assignment. My rights, interest and benefits hereunder shall not
be assigned, transferred, pledged, or hypothecated in any way by me. The rights
and obligations of the Company under this Agreement shall inure to the benefit
of and be binding upon the successors of Company. If Company shall at any time
be merged or consolidated with or into another corporation, or if substantially
all the assets of Company are transferred to another corporation, the provisions
of this Agreement shall be binding on and shall inure to the benefit of the
corporation resulting from such merger or consolidation or to which such assets
shall be transferred.

       14.    Governing Law; Severability. This Agreement will be governed and
interpreted in accordance with the internal laws of the State of Maryland,
without regard to or application of


                                     - 6 -
   13


choice-of-law rules or principles. In the event that any provision of this
Agreement is found by a court, arbitrator or other tribunal to be illegal,
invalid or unenforceable, then such provision shall not be voided, but shall be
enforced to the maximum extent permissible under applicable law, and the
remainder of this Agreement shall remain in full force and effect.

       15.    Forum Selection. The parties agree that any legal proceeding,
commenced by one party against the other, shall be brought in any state or
Federal court having proper jurisdiction, within the State of Maryland. Both
parties submit to such jurisdiction, and waive any objection to venue and/or
claim of inconvenient forum.

       16.    No Breach of Prior Agreement. I represent that my performance of
all the terms of this Agreement and my duties as an employee of the Company will
not breach any invention assignment, proprietary information, confidentiality or
similar agreement with any former employer or other party. I represent that I
will not bring with me to the Company or use in the performance of my duties for
the Company any documents or materials or intangibles of a former employer or
third party that are not generally available to the public or have not been
legally transferred to the Company.

       17.    Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

       18.    Headings. The captions and headings of this Agreement are included
for ease of reference only and will be disregarded in interpreting or construing
this Agreement. All references herein to sections will refer to sections of this
Agreement.

       19.    Entire Agreement. This Agreement constitutes the entire agreement
and understanding of the parties with respect to the subject matter of this
Agreement, and supersedes all prior understandings and agreements, whether oral
or written, between the parties hereto with respect to the specific subject
matter hereof.





                                     - 7 -
   14


SEQUOIA SOFTWARE CORPORATION              EMPLOYEE

By:                                       /s/ Kenneth Tighe
   --------------------------------       ----------------------------------
                                          Signature

Name:                                     Kenneth Tighe
     ------------------------------       ----------------------------------
                                          Name (Please print)

Title:
      -----------------------------



                                     - 8 -
EX-10.9
16
EMPLOYMENT AGREEMENT BETWEEN SEQUOIA & G. HEARD

   1
                                                                  EXHIBIT 10.9

                              EMPLOYMENT AGREEMENT

       THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 24th day of
January, 2000, by and between SEQUOIA SOFTWARE CORPORATION, a Maryland
corporation (the "Company"), and GREGORY G. HEARD (the "Employee").

       IN CONSIDERATION OF the mutual covenants and agreements hereinafter set
forth, the parties hereto hereby agree as follows:

       1.     Employment.

       The Company hereby employs the Employee, and the Employee hereby accepts
employment with the Company, upon the terms and conditions hereinafter set
forth.

       2.     Term.

       Unless Employee's employment hereunder is terminated earlier pursuant to
Section 5 of this Agreement, Employee's employment hereunder shall begin on the
date hereof and shall expire two (2) years from the date hereof, provided that
upon the expiration of the first two (2) years of such employment, the
Employee's employment hereunder shall continue for additional consecutive
extension terms of one (1) year each until either party gives notice of
termination to the other at least one hundred eighty (180) days prior to end of
the then current term. The term of employment described in the immediately
preceding sentence, including any extensions but without giving effect to any
earlier termination provided for under Section 5 of this Agreement, is
hereinafter described as the "Contract Term." The period of time during which
the Employee actually is employed hereunder, giving effect to any termination of
employment under Section 5 of this Agreement, is hereinafter described as the
"Term."

       3.     Duties and Responsibilities.

              3.1    During the Term, the Employee shall devote his full
attention and expend his best efforts, energies, and skills, on a full-time
basis, to the business of the Company and any corporation, partnership or other
entity controlled by the Company (each, a "Subsidiary"). For purposes of this
Agreement, the term the "Company" shall mean the Company and all Subsidiaries.

              3.2    During the Term, the Employee shall serve as the Chief
Financial Officer of the Company. In the performance of all of his
responsibilities as Chief Financial Officer hereunder, the Employee shall be
subject to all of the Company's policies, rules and regulations applicable to
its employees of comparable status, shall report directly to, and be subject to
the direction and control of, the Chief Executive Officer of the Company, and
shall perform such duties as shall reasonably be assigned to him by the Chief
Executive Officer and are consistent with those duties assigned employees of
comparable status. In performing such duties, the Employee will be subject to
and abide by, and will cause employees of the Company to be subject to and abide
by, all policies and procedures developed by senior management of the Company.
During the Term, the Employee


   2


shall be based in offices located within a radius of forty-five (45) miles of
the Baltimore, Maryland city center, and, other than business travel of
reasonable amounts and duration, Employee shall not be required to perform
services outside of the greater Baltimore, Maryland metropolitan area.

              3.3    In order to induce the Company to enter into this
Agreement, the Employee represents and warrants to the Company that (a) the
Employee is not a party or subject to any employment agreement or arrangement
with any other person, firm, company, corporation or other business entity, and
(b) the Employee is subject to no restraint, limitation or restriction by virtue
of any law, any contract or otherwise which would impair the Employee's right or
ability (i) to enter the employ of the Company, or (ii) to perform fully his
duties and obligations pursuant to this Agreement.

       4.     Compensation and Benefits.

              4.1    For all services rendered by the Employee under this
Agreement, the Company shall pay or cause to be paid to the Employee, and the
Employee shall accept, the Base Salary (as such term is hereinafter defined in
this Article 4) and participation in the Sequoia Software Corporation 2000 Stock
Incentive Plan, all in accordance with and subject to the terms of this
Agreement. The term "Compensation" shall mean the Base Salary and participation
in the Sequoia Software Corporation 2000 Stock Incentive Plan.

              4.2    During the Term, the Company shall pay the Employee a "Base
Salary" at an annual rate of One Hundred Fifteen Thousand Dollars ($115,000),
payable in installments in accordance with the Company's regular payroll
practices and subject to all withholding required by law. The Board of Directors
of the Company shall review the Base Salary of the Employee at least annually
and may grant increases thereto in its sole discretion.

              4.3    During the Employee's employment under this Agreement, the
Employee shall be eligible to participate in the Sequoia Software Corporation
2000 Stock Incentive Plan, and other stock plans as may be maintained by the
Company from time to time, in whole or in part. The Employee's awards under such
stock plans shall be determined by the Company, the Board of Directors or such
person or administrative body as provided under such plans.

              4.4    During the Term, the Employee shall be entitled to (i)
participation in such employee retirement, and welfare benefit plans, programs,
policies and arrangements as maintained by the Company from time to time, in
whole or in part, for employees of his level; subject to, and to the extent
that, the Employee is eligible under such benefit plans in accordance with their
respective terms (ii) paid vacation, holidays, leave of absence, leave for
illness, funeral leave and temporary disability leave in accordance with the
policies of the Company; and (iii) perquisites as from time to time provided by
the Company to employees of his level.

              4.5    During the Term, the Employee is authorized to incur
reasonable expenses in the performance of his duties hereunder. The Company
shall reimburse the Employee for all such


                                     - 2 -
   3


expenses upon the presentation by the Employee, not less frequently than
monthly, of signed, itemized accounts of such expenditures and vouchers, all in
accordance with the Company's procedures and policies as adopted and in effect
from time to time and applicable to its employees of comparable status.

       5.     Termination.

              5.1    The Company may terminate the Employee's employment under
this Agreement at any time for Cause. "Cause" shall exist for such termination
if Employee (i) is adjudicated guilty of a felony by a court of competent
jurisdiction, (ii) commits any act of fraud or intentional misrepresentation,
(iii) has materially breached any covenant set forth in this Agreement or
willfully violated any direction of the Board of Directors of the Company, which
breach or willful violation the Employee has not cured within thirty (30) days
following notice by the Board of Directors to the Employee of the breach or
willful violation, or (iv) has made any material misrepresentation to the
Company under Section 3.3 hereof.

              5.2    The Company may terminate the Employee's employment under
this Agreement at any time without Cause. If the Company breaches any term of
this Agreement and fails to cure such breach within thirty (30) days of notice
of such breach from the Employee, and if Employee terminates his employment with
the Company within thirty (30) days after the period for the cure of the breach
by the Company expires, the Company shall be deemed to have terminated the
Employee's employment hereunder without Cause.

              5.3    The Employee may voluntarily terminate his employment under
this Agreement at any time. For the purposes of this Agreement, if the Employee
terminates his employment under this Agreement pursuant to the second sentence
of Section 5.2 above, he shall not be deemed to have terminated such employment
under this Section 5.3.

              5.4    The election of the Company to give notice in accordance
with Section 2 above that the Employee's employment hereunder will not be
extended for an additional one (1) year term shall not constitute a termination
of the Employee's employment hereunder by the Company without Cause for the
purposes of Section 5.2 above.

       6.     Severance Payments.

       If the Employee's employment under this Agreement is terminated during
the Term of the Agreement by the Company without Cause, the Employee shall be
entitled to continuation in payment of his Base Salary, at the rate in effect
immediately before the date of termination, for a period equal to the greater of
(a) the period from the day after his last day of employment hereunder through
the last day of the Term of this Agreement, or (b) one (1) year, provided that
the Employee (i) honors the restrictive covenants as provided in Section 7 of
this Agreement and (ii) executes a release of all claims arising from his
employment by the Company, in such form as may then be used by the Company
respecting termination of employees.


                                     - 3 -
   4


       7.     Restrictive Covenants.

       The Employee shall execute and be bound by the Employee Invention,
Assignment and Confidentiality Agreement, which is attached hereto as Exhibit A.
The Employee agrees that the Employee Invention, Assignment and Confidentiality
Agreement constitutes a separate agreement independently supported by good and
adequate consideration and, notwithstanding anything in this Agreement to the
contrary, shall be severable from the other provisions of, and shall survive,
this Agreement.

       8.     Miscellaneous.

              8.1    This Agreement is a personal contract, and the rights and
interests of the Employee hereunder may not be sold, transferred, assigned,
pledged or hypothecated except as otherwise expressly permitted by the
provisions of this Agreement. The Employee shall not under any circumstances
have any option or right to require payment hereunder otherwise than in
accordance with the terms hereof. Except as otherwise expressly provided herein,
the Employee shall not have any power of anticipation, alienation or assignment
of payments contemplated hereunder, and all rights and benefits of the Employee
shall be for the sole personal benefit of the Employee, and no other person
shall acquire any right, title or interest hereunder by reason of any sale,
assignment, transfer claim or judgment or bankruptcy proceedings against the
Employee; provided, however, that in the event of the Employee's death, the
Employee's estate, legal representatives or heirs, as appropriate, shall succeed
to and acquire all rights and benefits that accrued to the Employee pursuant to,
and in accordance with, the terms of this Agreement.

              8.2    The Company shall have the right to assign this Agreement
to any successor to substantially all of its business or assets, and any such
successor shall be bound by all of the provisions hereof.

              8.3    Any notice required or permitted by or in connection with
this Agreement shall be in writing and shall be made by hand delivery, by
Federal Express, or other similar overnight delivery service, or by certified
mail, unrestricted delivery, return receipt requested, postage prepaid,
addressed to the addressee at the appropriate address set forth below or to such
other address as may be hereafter specified by written notice by the addressee
to the other party to this Agreement. Notice shall be considered given as of the
date of the hand delivery, one (1) calendar day after delivery to Federal
Express or similar overnight delivery service, or three (3) calendar days after
the date of mailing, independent of the date of actual delivery or whether
delivery is ever in fact made.



                                     - 4 -
   5


If to the Company:                       Sequoia Software Corporation
                                         5457 Twin Knolls Road
                                         Suite 310
                                         Columbia, Maryland 21045
                                         Attention: Board of Directors

If to the Employee:                      Gregory G. Heard
                                         c/o Sequoia Software Corporation
                                         5457 Twin Knolls Road
                                         Suite 310
                                         Columbia, Maryland 21045

              8.4    This Agreement may not be changed, amended, terminated or
superseded orally, but only by an agreement in writing, nor may any of the
provisions hereof be waived orally, but only by an instrument in writing, in any
such case signed by the party against whom enforcement of any change, amendment,
termination, waiver, modification, extension or discharge is sought.

              8.5    Except as otherwise provided herein, this Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of Maryland, without giving any effect to the principles of conflicts of
laws.

              8.6    All descriptive headings and captions of the several
sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.

              8.7    If any provision of this Agreement, or part thereof, is
held to be unenforceable, the remainder of this Agreement and provision, as the
case may be, shall nevertheless remain in full force and effect.

              8.8    Each of the parties hereto shall, at any time and from time
to time hereafter, upon the reasonable request of the other, take such further
actions and execute, acknowledge and deliver all such instruments of further
assurance as necessary to carry out the provisions of this Agreement.

              8.9    This Agreement contains the entire agreement and
understanding between the Company and the Employee with respect to the subject
matter hereof and supersedes all prior understandings and agreements, including
any prior employment contract or agreement, whether oral or written, between the
parties hereto with respect to the specific subject matter hereof. No
representations or warranties of any kind or nature relating to the Company or
its affiliates or their respective businesses, assets, liabilities, operations,
future plans or prospects have been made by or on behalf of the Company to the
Employee; nor have any representations or warranties of any kind


                                     - 5 -
   6


or nature been made by the Employee to the Company, except as expressly set
forth in this Agreement.

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date hereinabove written.

                                    THE COMPANY:

                                    SEQUOIA SOFTWARE CORPORATION

                                    By:   /s/ Richard C. Faint, Jr.
                                          --------------------------------------
                                          Name: Richard C. Faint, Jr.
                                               ---------------------------------
                                          Title: Chief Executive Officer
                                                 -------------------------------

                                    THE EMPLOYEE:       
                                    /s/ Gregory G. Heard
                                    --------------------------------------------


                                     - 6 -
   7


                                                                       EXHIBIT A

                               EMPLOYEE INVENTION,
                                 ASSIGNMENT AND
                            CONFIDENTIALITY AGREEMENT

       In consideration, and as a condition of my employment with Sequoia
Software Corporation, a Maryland corporation (the "COMPANY"), I hereby represent
to, and agree with the Company as follows:

       1.     Purpose of Agreement. I understand that the Company is or will be
engaged in a continuous program of research, development, production and
marketing in connection with its business and that it is critical for the
Company to preserve and protect its "Confidential Information" (as defined in
Section 6 below), its rights in "Inventions" (as defined in Section 2 below) and
in all related intellectual property rights. Accordingly, I am entering into
this Employee Invention Assignment and Confidentiality Agreement (the
"AGREEMENT") as a condition of my employment with the Company, whether or not I
am expected to create inventions of value for the Company.

       2.     Disclosure of Inventions. I will promptly disclose in confidence
to the Company all inventions, improvements, designs, original works of
authorship, formulas, processes, compositions of matter, computer software
programs, Internet products and services, e-commerce products and services,
e-entertainment products and services, databases, mask works and trade secrets
(the "INVENTIONS") that I make or conceive or first reduce to practice or
create, either alone or jointly with others, during the period of my employment,
whether or not in the course of my employment, and whether or not such
Inventions are patentable, copyrightable or protectible as trade secrets.

       3.     Work for Hire; Assignment of Inventions. I acknowledge and agree
that any copyrightable works prepared by me within the scope of my employment
are "works for hire" under the Copyright Act and that the Company will be
considered the author and owner of such copyrightable works. I agree that all
Inventions that (i) are developed using equipment, supplies, facilities or trade
secrets of the Company, (ii) result from work performed by me for the Company,
or (iii) relate to the Company's business or current or anticipated research and
development, will be the sole and exclusive property of the Company and are
hereby irrevocably assigned by me to the Company from the moment of their
creation and fixation in tangible media.

       4.     Assignment of Other Rights. In addition to the foregoing
assignment of Inventions to the Company, I hereby irrevocably transfer and
assign to the Company: (i) all worldwide patents, patent applications,
copyrights, mask works, trade secrets and other intellectual property rights in
any Invention; and (ii) any and all "Moral Rights" (as defined


   8


below) that I may have in or with respect to any Invention. I also hereby
forever waive and agree never to assert any and all Moral Rights I may have in
or with respect to any Invention, even after termination of my work on behalf of
the Company. "MORAL RIGHTS" mean any rights to claim authorship of an Invention,
to object to or prevent the modification of any Invention, or to withdraw from
circulation or control the publication or distribution of any Invention, and any
similar right, existing under judicial or statutory law of any country in the
world, or under any treaty, regardless of whether or not such right is
denominated or generally referred to as a "moral right."

       5.     Assistance. I agree to assist the Company in every proper way to
obtain for the Company and enforce patents, copyrights, mask work rights, trade
secret rights and other legal protections for the Company's Inventions in any
and all countries. I will execute any documents that the Company may reasonably
request for use in obtaining or enforcing such patents, copyrights, mask work
rights, trade secrets and other legal protections. My obligations under this
section will continue beyond the termination of my employment with the Company,
provided that the Company will compensate me at a reasonable rate after such
termination for time or expenses actually spent by me at the Company's request
on such assistance. I appoint the Secretary of the Company as my
attorney-in-fact to execute documents on my behalf for this purpose.

       6.     Confidentiality Obligations.

              6.1    Acknowledgement. I understand that my employment by the
Company creates a relationship of confidence and trust with respect to any
information of a confidential or secret nature that may be disclosed to me by
the Company that relates to the business of the Company or to any parent,
subsidiary, affiliate, customer, consultant or supplier of the Company or any
other party with whom the Company or any other party with whom the Company
agrees to hold such information (including any and all copies thereof) of such
party in confidence (the "CONFIDENTIAL INFORMATION"). Such Confidential
Information is defined more specifically in Section 6.3 below.

              6.2    Obligations. I agree to take the following steps to
preserve the confidential and proprietary nature of Confidential Information:

                     (a)    Non-Disclosure. At all times both during and after
my employment with Company, I will not use, disclose or transfer any of the
Confidential Information other than as authorized by Company, except as may be
necessary to perform my duties as an employee of the Company for the benefit of
the Company. I understand that I am not allowed to sell, license or otherwise
exploit any products (including software or content in any form) which embody or
otherwise exploit in whole or in part any Confidential Information.

                     (b)    Disclosure Prevention. I will take all reasonable
precautions to prevent the inadvertent or accidental exposure of Confidential
Information.


                                     - 2 -
   9


                     (c)    Removal. I will not remove any Confidential
Information from Company's premises or make copies of such materials except for
use in Company's business.

                     (d)    Return. I will return promptly to Company all
Confidential Information and copies thereof at any time upon the request of
Company, in any event and without such request, prior to the termination of my
employment by Company. I agree not to retain any tangible or intangible copies
of any Confidential Information after my termination of employment for any
reason. Upon termination of my employment, I will not take with me any documents
or materials or copies thereof containing any Confidential Information.

              6.3    Confidential Information. The following materials and
information (including any and all copies thereof), whether having existed, now
existing, or to be developed or created during the term of my employment by
Company (herein referred to collectively as the "Confidential Information")
whether tangible or intangible, and whether or how stored, compiled or
memorialized physically, electronically, graphically, photographically or in
writing, are covered by this Agreement and acknowledged by me to be valuable,
special and unique assets of Company the disclosure of which, may be materially
damaging.

                     (a)    Software. All information relating to existing
software products and software in various stages of research and development
which are not generally known to the public or within the Internet industry or
trade in which Company competes (such as know-how, Inventions, design
specifications, algorithms, technical formulas, engineering data, benchmark test
results, search engines, Internet and e-commerce tools, methodologies,
procedures, techniques, and information processing processes) and the physical
embodiments of such information (such as drawings, specification sheets, design
notes, source code, object code, HTML code, XML code, scripts, applets, load
modules, schematics, flow charts, logic diagrams, procedural diagrams, coding
sheets, work sheets, documentation, annotations, printouts, studies, manuals,
proposals and any other written or machine-readable manuals, proposals and any
other written or machine readable expressions of such information as are fixed
in any tangible media).

                     (b)    Other Products and Services. All information
relating to consulting, Inventions, entertainment content, research and
development and other proprietary products or services, whether existing or in
various stages of research and development, which are not generally known to the
public or within the Internet industry or trade in which Company competes (such
as know-how, content, specifications, technical data, engineering data,
processes, techniques, methodologies, and strategies) and the physical
embodiments of such information (such as drawings, schematics, data files,
video, text, pictures, sound, graphics, specification sheets, instructor
manuals, course materials, training aids, video cassettes, transparencies,
slides, taped recordings of presentations, proposals, printouts, studies,
contracts, maintenance manuals, documentation, and any other written or
machine-readable expressions of such information as are fixed in any tangible
media).

                     (c)    Business Procedures. All information concerning or
relating to the way Company conducts its business which is not generally known
to the public or within the Internet industry (such as internal business
procedures, controls, internal telephone numbers,


                                     - 3 -
   10


plans, licensing techniques and practices, supplier, subcontractor, consultant,
and prime contractor names and contracts and other vendor information, computer
system passwords and other computer security controls, financial information,
distributor information, and employee data) and the physical embodiments of such
information (such as check lists, samples, services and operational manuals,
contracts, proposals, print-outs, correspondence, forms, listings, ledgers,
financial statements, financial reports, financial and operational analyses,
financial and operational studies, management reports of every kind, databases,
personnel records pertaining to employees other than myself, and any other
written or machine-readable expressions of such information as are fixed in any
tangible media).

                     (d)    Marketing Plans and Customer Lists. All information
pertaining to Company's marketing plans and strategies; forecasts and
projections; marketing practices, procedures and policies; financial data;
discounts; margins; costs; credit terms; pricing practices, procedures and
policies; domain names; goals and objectives; quoting practices, procedures and
policies; and customer data including customer lists, contracts,
representatives, requirements and needs, specifications, data provided by or
about prospective existing or past customers and contract terms applicable to
such customers and Web site visitor data, and the physical embodiments of such
information (such as license agreements, customer lists, print-outs, databases,
marketing plans, marketing reports, strategic business plans, marketing analyses
and management reports, seminar and class attendee rosters, trade show or
exhibit attendee listings, listings of potential customers and leads, and any
other written or machine-readable expressions of such information as are fixed
in any tangible media).

                     (e)    Not Generally Known. Any information in addition to
the foregoing which is not generally known to the public or within the Internet
or software industry or trade in which Company competes, and the physical
embodiments of such information in any tangible form, whether written or
machine-readable in nature.

              6.4    General Knowledge. The general skills, knowledge and
experience gained during my employment with Company, and information publicly
available or generally known within the industry or trade in which Company
competes, is not considered Confidential Information. Also, upon termination of
my employment with Company, I shall not, subject to the provisions of Section 7
below, be restricted from working with a person or entity which has
independently developed information or materials similar to Confidential
Information as long as I comply with my continuing obligations under this
Agreement.

              6.5    Information Disclosed Remains Property of Company. I agree
and acknowledge that all ideas, concepts, information, and written material
disclosed to me by Company, or acquired from a customer or prospective customer
of Company are and shall remain the sole and exclusive property and Confidential
Information of Company or such customers, and are disclosed in confidence by
Company or permitted to be acquired from such customers in reliance on my
agreement to maintain them in confidence and not to use or disclose them to any
other person except in furtherance of Company's business and for Company's
benefit.


                                     - 4 -
   11


       7.     Non-Competition Covenant.

              7.1    Competitor Defined. The term "COMPETITOR" shall refer to
any person, firm, corporation, partnership or other business entity engaged in
or about to become engaged in the production, licensing, sale or marketing of
any product or service or planned business of Company:

                     (a)    which is similar to or directly competitive with
                     Company's proprietary Internet, e-commerce or software,
                     research and development or development of any product or
                     service of Company with which I have been directly
                     concerned through my work for Company during the preceding
                     two (2) years; or

                     (b)    with respect to which I have acquired Confidential
                     Information.

              7.2    Restrictive Covenant. As a material inducement to Company
to enter into this Agreement, I covenant and agree that without the Company's
prior written consent, during my employment with Company and for a period of one
(1) year following the termination of my employment, whether such termination be
with or without cause, I shall not enter the employ of any Competitor, nor
engage during such period, directly or indirectly, voluntarily or involuntarily,
as principal, agent, officer, employee or otherwise, anywhere in the United
States, in any actions to solicit, divert or take away any customer or supplier
of Company, or provide services to, or assist in any manner any Competitor, or
otherwise compete with Company in the sale or licensing, of any products or
services competitive with the game, Internet, e-commerce or e-entertainment
products or services developed or marketed by Company in the United States.

              Notwithstanding the foregoing, I shall retain the right to invest
in or have an interest in entities traded on any public market or offered by any
national brokerage house, provided that said interest does not exceed one
percent (1%) of the voting control of said entity. In addition, I may make
passive investments in privately held entities that are determined by the Board
of Directors of the Company not to be competitors of the Company.

              7.3    Employee's Acknowledgements and Agreements. I acknowledge
that the covenant in Section 7.2 has a unique, very substantial and immeasurable
value to Company. I acknowledge and agree that the Internet, e-commerce and
software products and services developed by Company are or are intended to be
marketed and licensed to customers worldwide. I further acknowledge and agree to
the reasonableness of this covenant not to compete and the reasonableness of the
geographic area and duration of time which are a part of said covenant. I also
acknowledge and agree that this covenant will not impair me from becoming
gainfully employed, or otherwise earning a livelihood following termination of
employment with Company.

       8.     Non-Solicitation. I agree that any attempt on my part to induce
others to leave Company's employ, or any effort by me to interfere with
Company's relationship with its other employees would be harmful and damaging to
Company. I agree that during employment and


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   12


for a period of two (2) years thereafter, I will not in any way, directly or
indirectly (i) induce or attempt to induce any employee of Company to quit
employment with Company; (ii) otherwise interfere with or disrupt Company's
relationship with its employees; (iii) solicit, entice, or hire away any
employee of Company; or (iv) hire or engage any employee of Company or any
former employee of Company whose employment with Company ceased less than one
(1) year before the date of such hiring or engagement.

       9.     Project Completion. I agree to give Company at least thirty (30)
days prior written notice of termination to minimize any adverse effect on
Company for any project in which I might be involved on behalf of Company. I
agree to use my best efforts prior to termination to complete any project then
assigned to me to the reasonable satisfaction of the Company, and to be
available thereafter as reasonably required to assist with a transition and to
answer questions explaining the work done by me prior to termination.

       10.    Notification. I hereby authorize the Company to notify my actual
or future employers of the terms of this Agreement and my responsibilities
hereunder.

       11.    Name and Likeness Rights. I hereby authorize the Company to use,
reuse, and to grant others the right to use and reuse my name, photograph,
likeness (including caricature), voice, and biographical information, and any
reproduction or simulation thereof, in any media now known or hereafter
developed (including, but not limited to, film, video and digital or other
electronic media), both during and after my employment, for whatever purposes
the Company deems necessary.

       12.    Injunctive Relief. I agree that damages in the event of any breach
or threatened breach of this Agreement by me would be difficult to ascertain and
that the Company may suffer irreparable harm. I therefore agree that,
notwithstanding anything in this Agreement to the contrary, the Company, in
addition to and without limiting any other remedy or right it may have, shall
have the right to an injunction or other equitable relief in any court of
competent jurisdiction enjoining any such breach. I hereby waive any and all
defenses I may have on the ground of lack of jurisdiction or competence of the
court to grant such an injunction or other equitable relief. The existence of
this right shall not preclude any other rights and remedies at law or in equity
which the Company may have.

       13.    Assignment. My rights, interest and benefits hereunder shall not
be assigned, transferred, pledged, or hypothecated in any way by me. The rights
and obligations of the Company under this Agreement shall inure to the benefit
of and be binding upon the successors of Company. If Company shall at any time
be merged or consolidated with or into another corporation, or if substantially
all the assets of Company are transferred to another corporation, the provisions
of this Agreement shall be binding on and shall inure to the benefit of the
corporation resulting from such merger or consolidation or to which such assets
shall be transferred.

       14.    Governing Law; Severability. This Agreement will be governed and
interpreted in accordance with the internal laws of the State of Maryland,
without regard to or application of


                                     - 6 -
   13


choice-of-law rules or principles. In the event that any provision of this
Agreement is found by a court, arbitrator or other tribunal to be illegal,
invalid or unenforceable, then such provision shall not be voided, but shall be
enforced to the maximum extent permissible under applicable law, and the
remainder of this Agreement shall remain in full force and effect.

       15.    Forum Selection. The parties agree that any legal proceeding,
commenced by one party against the other, shall be brought in any state or
Federal court having proper jurisdiction, within the State of Maryland. Both
parties submit to such jurisdiction, and waive any objection to venue and/or
claim of inconvenient forum.

       16.    No Breach of Prior Agreement. I represent that my performance of
all the terms of this Agreement and my duties as an employee of the Company will
not breach any invention assignment, proprietary information, confidentiality or
similar agreement with any former employer or other party. I represent that I
will not bring with me to the Company or use in the performance of my duties for
the Company any documents or materials or intangibles of a former employer or
third party that are not generally available to the public or have not been
legally transferred to the Company.

       17.    Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

       18.    Headings. The captions and headings of this Agreement are included
for ease of reference only and will be disregarded in interpreting or construing
this Agreement. All references herein to sections will refer to sections of this
Agreement.

       19.    Entire Agreement. This Agreement constitutes the entire agreement
and understanding of the parties with respect to the subject matter of this
Agreement, and supersedes all prior understandings and agreements, whether oral
or written, between the parties hereto with respect to the specific subject
matter hereof.

SEQUOIA SOFTWARE CORPORATION            EMPLOYEE

By: /s/ Richard C. Faint, Jr.           /s/ Gregory G. Heard
-----------------------------------     ------------------------------------
                                        Signature

Name: Richard C. Faint, Jr.             Gregory G. Heard
     ------------------------------     ------------------------------------
                                        Name (Please print)

Title: Chief Executive Officer
      -----------------------------





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