Transition Agreement And Release

EXHIBIT 10.9 APERTUS


- C O N F I D E N T I A L -


MEMORANDUM - - ----------


TO: Lizabeth Converse Wilson - - --- ------------------------


FROM: Robert Gordon


SUBJ: Resignation


DATE: March 3, 1997


This memo confirms receipt and acceptance of your resignation from Apertus on January 10, 1997. In consideration of your many years of service with the Company, hard work and dedication, the Company agrees to pay you the following transition pay in exchange for your assistance in making this a successful transition.


TRANSITION PAY - - --------------
Apertus will pay you one month of base salary as transition pay regardless
of your continued service. Additionally, if you continue to provide
services to the Company on a full time basis after February 7, 1997, for
each week of full time service thereafter, you shall receive an additional
week of base salary as transition pay. The transition consideration will
be paid within seven days following your last day of employment. This
transition pay will be available up to May 30, 1997. Either party may
terminate this transition pay arrangement upon two weeks written notice.


COMMISSION PLAN ADJUSTMENT - - --------------------------
In further consideration for your transition assistance, Apertus will
adjust commissions paid to you as follows:
1. Q2 New Product Bonus:
The threshold for payment of a new product bonus will be lowered from
$2.5M to $2.2M. Based on $2,255,200 in Q2 new product revenue, an
additional commission payment of $5,638.00 ($2,255,200 x .25%) will be
paid.
2. Bell South Deal:
The Bell South deal will be reclassified from license to maintenance
revenue. This reclassification will result in an additional $2,730.91
of commission to be paid to you.
3. These commission adjustments will be paid within seven (7) days
following your last day of employment.


STOCK OPTIONS - - -------------
The Board of Directors has approved a six month extension of time in which
you may exercise your currently vested stock options. Such six month
period will commence upon your final day of employment.


EMPLOYEE BENEFITS - - -----------------
All other employee benefit plans in which you are a participant will
terminate according to such plans upon your last day of employment.


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NON-DISCLOSURE - - --------------
You agree that you will not use, publish, or otherwise disclose after your
termination, any unpublished or proprietary or confidential information or
secrets relating to the corporation or its business, products or services.
You also will not publish, or otherwise disclose proprietary or
confidential information to others of which you have access or obtained in
the course of your employment with Apertus.


Upon the effective date of your termination, you agree to return to Apertus
any records in any form which relate to the above-described confidential
information. Nothing contained in this paragraph is intended ...