ESPS INC
EMPLOYMENT AGREEMENT AMENDMENT - BOB SCHATZ
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<TYPE>EX-10.27
<SEQUENCE>18
<FILENAME>dex1027.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT AMENDMENT - BOB SCHATZ
<TEXT>

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                                                                   Exhibit 10.27

                                  ESPS, Inc.
                        Employment Agreement Amendment

To Bob Schatz:

     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/ Robert Schatz

Dated: February 12, 2001

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