ESPS INC
EMPLOYMENT AGREEMENT AMENDMENT - HENRY HILL
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<TYPE>EX-10.17
<SEQUENCE>8
<FILENAME>dex1017.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT AMENDMENT - HENRY HILL
<TEXT>

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                                                                   EXHIBIT 10.17

                                   ESPS, Inc.
                         Employment Agreement Amendment

To Henry Hill:

     In accordance with the terms of your employment agreement executed December
28, 2000, (the "Agreement"), ESPS, Inc. (the "Company") has determined its offer
with respect to acceleration of unvested option grants upon a Change of Control.
Following are the terms of the offer:

     In the event of a Change of Control, options will become vested as follows:

            1. If the Change of Control occurs within your first twelve months
               of employment, 75% of options granted to you will immediately
               vest upon approval of the Change of Control in accordance with
               the Company's bylaws.
            2. If the Change of Control occurs after your first twelve months of
               employment but before eighteen months from your hire date, 87.5%
               of options granted to you will immediately vest upon approval of
               the Change of Control in accordance with the Company's bylaws.
            3. If the Change of Control occurs after eighteen months of
               employment, 100% of options granted to you will immediately vest
               upon approval of the Change of Control in accordance with the
               Company's bylaws.

     Approval of the Change of Control shall have been deemed to have occurred
upon the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) approve the Change of Control.  In addition,
in the event your employment is terminated within 12 months of a Change of
Control, the Company has agreed to extend the severance period, as defined in
the "Severance" section of your Agreement, from six months to twelve months.
Please note that this modification does not in any way increase the amounts due
you from the Company as defined in your Agreement, in the event you are
terminated with Cause as defined in your Agreement.

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     Change of Control        A Change of Control for this purpose means the
                              occurrence of any one or more of the following
                              events: a person, entity, or group (other than the
                              Company, any Company subsidiary, any Company
                              benefit plan, or any underwriter temporarily
                              holding securities for an offering of such
                              securities) acquires ownership of more than 50% of
                              the undiluted total voting power of the Company's
                              then-outstanding securities eligible to vote to
                              elect members of the Board ("COMPANY VOTING
                              SECURITIES"); consummation of a merger or
                              consolidation of the Company with or into any
                              other entity -- unless the holders of the Company
                              Voting Securities outstanding immediately before
                              such consummation, together with any trustee or
                              other fiduciary holding securities under a Company
                              benefit plan, hold securities that represent
                              immediately after such merger or consolidation at
                              least 50% of the combined voting power of the then
                              outstanding voting securities of either the
                              Company or the other surviving entity or its
                              parent; or the stockholders of the Company approve
                              (i) a plan of complete liquidation or dissolution
                              of the Company or (ii) an agreement for the
                              Company's sale or disposition of all or
                              substantially all the Company's assets, AND such
                              liquidation, dissolution, sale, or disposition is
                              consummated.

If you accept the terms of this amendment, please sign in the space indicated
below.  We encourage you to consult with any advisors you choose.

                              ESPS, Inc.

                         By:  /s/ R. Richard Dool


I accept and agree to the terms of employment set
forth in this Agreement:

/s/ Henry Hill

Dated:  February 10, 2001

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