EMPLOYEE INTELLECTUAL PROPERTY ASSIGNMENT AND NONDISCLOSURE AGREEMENT This Agreement is effective as of Sept. 20, 1999, between FUNDSXPRESS FINANCIAL NETWORK, INC., a Texas corporation having its principal office at 11950 Jollyville Road, Austin, Texas 78759 (hereinafter identified as the "Company"), and George Stephen Crain (the "Employee"). In consideration of the Employee's employment or continued employment, this Agreement being a condition thereof and ancillary thereto and a memorialization of the terms of employment, and the mutual promises and conditions contained herein, the parties agree as follows: 1. Employment. The Company agrees to employ or continue to employ the Employee, and the Employee hereby accepts such employment and agrees to perform in accordance with the terms and conditions set forth herein. 2. Duties. Employee shall perform all duties reasonably necessary to carry out and commensurate with the position more specifically described in Schedule I attached hereto. While employed by the Company. the Employee shall also perform such other reasonable duties and responsibilities for the Company, and other entities affiliated with it, as may be assigned to the Employee from time to time by the Company. 3. Extent of Service. The Employee, if a full time employee, shall devote such time, attention, and energy to the business of the Company as the Company shall reasonably require. Except for the business activities specifically disclosed in writing and approved in writing by an authorized representative of the Company, the Employee shall not during the term of their employment by the Company engage in any other business activity for gain, profit, or other pecuniary advantage if such activity interferes with the Employee's duties and responsibilities to the Company. 4. Disclosure of CONFIDENTIAL INFORMATION. (a) The Employee recognizes and acknowledges that he will have access to confidential information and trade secrets of the Company, and other entities doing business with the Company relating to research, development. manufacturing, marketing, financial and other business-related activities or may discover, conceive, perfect or develop. solely or jointly with others, inventions. discoveries, improvements, know-how, computer programs, or other technical, manufacturing, marketing, customer, and/or financial data and information (hereinafter "CONFIDENTIAL INFORMATION"). Such CONFIDENTIAL INFORMATION constitutes valuable, special, and unique property of the Company, and/or other entities doing business with the Company. (b) The Employee will not, during or after the term of his employment by the Company, make any use of, or disclose any of such CONFIDENTIAL INFORMATION to any person or firm, corporation, association, or other entity for any reason or purpose whatsoever, except as is generally available to the public or as specifically allowed in writing by an authorized representative of the Company. (c) The Employee agrees not to make use of or disclose any confidential information, including trade secrets, of prior employers in carrying out Employee's duties for Company. (d) In the event of a breach or threatened breach by the Employee of the provisions of this Section 4. Company shall be entitled to an injunction restraining Employee from disclosing and/or using, in whole or in part, such CONFIDENTIAL INFORMATION. Nothing herein shall be construed as prohibiting Company from pursuing other remedies available to Company for such breach or threatened breach, including the recovery of damages from the Employee. 5. Inventions or Discoveries. (a) The Employee recognizes and acknowledges that during the term of his employment he may, either individually or jointly with others, and either on behalf of the Company or on his own, discover, conceive, make, perfect, or develop inventions, discoveries, improvements, computer programs. know-how, and data that result from his employment or that are related to the business or activities of the Company (hereinafter collectively referred to as "INVENTIONS"). INVENTIONS which are related to the business or activities of the Company include any business or activity in progress at the Company at the date of or during the Employee's employment with the Company and projects or other operations at the Company planned for the future. Employee agrees to advise and disclose said INVENTIONS to the Company. (b) The Employee further recognizes and agrees that any and all such INVENTIONS, including all rights in patents, patent applications, design patents, models, prototypes, copyrights and trade secrets, are the sole and exclusive property of the Company. Employee agrees to assign and does hereby assign to the Company, all his right, title and interest in and to any and all INVENTIONS and related intellectual property rights. The Employee's obligations herein apply without regard to whether an idea for an INVENTION or the solution to a problem occurs to him on the job, at home, or elsewhere. (c) Employee shall promptly execute and deliver all papers and documents necessary to vest all right, title and interest in and to INVENTIONS in the Company and, at the Company's request and expense, shall assist Company in obtaining any patents, or semiconductor mask registrations, or any other form of protection accorded to such INVENTIONS in the United States or anywhere throughout the world. and shall assign the same and any patents or copyright and semiconductor mask registrations granted thereon, to the Company. 6. Copyright. Employee agrees that the Company shall be the copyright owner of all copyrightable works of every kind and description (including computer programs, mask works, internal reports, computations of data, and publications) created or developed by Employee, either individually or jointly with others, during the term of Employee's employment, where such works are created pursuant to the performance of Employee's duties or relate to the subject matter of Employee's employment. Employee further agrees, if so requested by the Company, at no expense to the Company, to execute such written acknowledgments or assignments of copyright ownership of works covered by the Agreement as may be necessary to preserve or vest such rights in the Company. 7. Prior Inventions or Discoveries. As a matter of record, the Employee has set out in Schedule 2, attached hereto, a complete list and description of all ideas, inventions, improvements, discoveries, computer programs, semiconductor chip designs, or mask works, previously conceived, reduced to practice, perfected, or developed by Employee, either wholly or in part (hereinafter "PREVIOUS INVENTIONS") and any patents, patent applications, or registration issued thereon. Only such PREVIOUS INVENTIONS and accompanying intellectual property rights, and no other, shall be excluded from this Agreement. 8. Assignment. The Employee may not assign Employee's rights or obligations hereunder. The rights and obligations of the Company hereunder shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. 9. Term of Agreement. (a) Employee understands and agrees that the terms of this Agreement are effective irrespective of Employee's continued employment. (b) Upon termination of Employee's employment for any reason, Employee shall promptly deliver to the Company all drawings. manuals, letters, notes, notebooks, reports, and all other material and records of any kind, and all copies thereof, that may be in the possession of, or under the control of, Employee, pertaining to CONFIDENTIAL INFORMATION acquired or developed by the Employee during the term of Employee's employment. Employee further agrees that upon termination of Employee's employment, for any reason, and at the request of the Company, Employee shall make himself available and shall meet with representatives of the Company. At such meeting, Employee shall fully disclose and deliver any of the above described materials in Employee's possession and, at the Company's request, shall execute any and all documents reasonably necessary to ensure and verify compliance with the terms of this Agreement. 10. Term of Employment. Employee's employment by the Company may be terminated by Employee or by the Company, with or without cause, at any time for any reason authorized by law. Employee understands and agrees, however, that termination of such employment shall not terminate the Employee's obligations under this Agreement. Subject to Section 11(c) below, any other contracts or agreements entered into by Employee and the Company shall be separate from and independent of this Agreement. 11. Miscellaneous. (a) THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE PLACE OF EXECUTION OR THE PLACE OF PERFORMANCE THEREOF. (b) Failure to insist upon such compliance with any provision in this Agreement shall not be deemed a waiver of such provision or any other provision in this Agreement. (c) This Agreement may not be modified except by an agreement in writing executed by the parties to this Agreement. (d) The invalidity or unenforceability of any provision hereof shall not affect the validity of enforceability of any other provision. If, moreover, any one or more of the provisions contained in this Agreement shall, for any reason. be held to be excessively broad as to time, duration, geographical scope. activity, or subject, it shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law. (e) This Agreement is not a promise of future employment. (f) Any terms of the masculine gender used herein shall be deemed to include the feminine gender and any terms of the feminine gender shall be deemed to include the masculine gender. IN WITNESS WHEREOF, the parties have executed this Agreement on the date signed below: COMPANY: FUNDSXPRESS, INC. Date: 9/20/99 By: Marlene Margain Title: Staffing Coordinator EMPLOYEE: Date: 9/20/99 By: [signature] Name: George Stephen Crain (typed or printed) Employee's Address: 108 Arden Chase Anderson, SC 29621 BY EXECUTION OF THIS AGREEMENT, EMPLOYEE ACKNOWLEDGES RECEIPT OF A COPY OF THE AGREEMENT AND ANY ATTACHMENTS THERETO. PRIOR INVENTIONS, IDEAS, CONCEPTS* * Employee understands. agrees, and represents that the above disclosure, as may be continued on additional pages attached hereto, includes all his/her prior inventions, discoveries, improvements, computer programs, patents, and pending patent applications, and any other subject matter described at Section 7. Employee Initials: GSC Date: 9/20/99