Sample Business Contracts

Agreement and Release [Amendment No. 1] - Convera Corp. and James Buchanan

                                 FIRST AMENDMENT
                                       TO
                              AGREEMENT AND RELEASE


         THIS FIRST AMENDMENT, dated as of March 9, 2004 (this "Amendment"), to
AGREEMENT AND RELEASE dated as of February 6, 2004 (the "Agreement"), by and
between Convera Corporation ("Convera" or the "Company"), and James Buchanan
("Buchanan"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement.

                                    RECITALS

         WHEREAS, Convera and Buchanan wish to amend and restate Section 13 of
the Agreement and delete Section 15 of the Agreement in its entirety.

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Convera and Buchanan agree as follows:

1. Amendments to the Agreement.

         (a) Section 13 of the Agreement is hereby amended to read in its
entirety as follows:

         13. Mr. Buchanan confirms his promise to continue to perform the
         obligations he undertook in any Employee Confidentiality Agreement,
         including (but not by way of limitation) Mr. Buchanan's agreement not
         to copy, remove, disclose to his employer (or to anyone else), or to
         use in any way for any purpose, any Confidential Information, trade
         secrets, business records or other materials or property provided or
         disclosed to him or created or learned by him during his employment
         with Convera. Mr. Buchanan further agrees and acknowledges that all
         work performed, created and conceived relating to Mr. Buchanan's scope
         of employment while an employee of Convera and/or the Predecessors, was
         done so pursuant to the Work Made for Hire Doctrine and as such, as
         between Mr. Buchanan and Convera, is the property of Convera. Mr.
         Buchanan expressly confirms that he knows of no reason why any promise
         or obligation set forth in any Employee Confidentiality Agreement
         should not be fully enforceable against Mr. Buchanan.

     (b)  Section 15 of the  Agreement  is hereby  deleted in its  entirety  and
amended to read in its entirety as follows:

         15. [Intentionally Left Blank]

2. General.

         (a) Except for the amendments effected by this Amendment, the terms and
provisions of the Agreement shall remain unchanged and in full force and effect.

         (b) This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which shall constitute one
and the same agreement.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.

                               CONVERA CORPORATION


                             By: /s/ PATRICK C. CONDO
                                  ____________________________________
                                  Name:Patrick C. Condo
                                  Title: President




                                  /s/  JAMES BUCHANAN
                                  ------------------------------------
                                  James Buchanan