Sample Business Contracts

Agreement and Release - Convera Corp., Convera Technologies Inc. and James Buchanan

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                             Agreement and Release

     Agreement and Release Convera  Corporation and Convera  Technologies,  Inc.
("Convera" or "the Company") and James Buchanan ("Mr. Buchanan") hereby make and
enter into this Agreement and Release (the "Agreement").

NOW, THEREFORE, in consideration of the provisions and promises contained
herein, Mr. Buchanan and the Company agree as follows:

     1.   Mr. Buchanan hereby resigns his position as Chief Operating Officer of
          the Company,  effective  January 31, 2004,  and the Company  agrees to
          continue to employ Mr.  Buchanan  from January 31, 2004 to January 31,
          2005(the  "Continued   Employment   Period").   During  the  Continued
          Employment  Period,  Mr.  Buchanan will make himself  available to the
          Company as needed on a reasonable  basis upon  reasonable  notice from
          the Company.

     2.   Effective January 31, 2004, Mr. Buchanan's on-site duties at Convera's
          offices  will  cease  and Mr.  Buchanan  will  return to  Convera  all
          Confidential Information (defined below).

     3.   After Mr.  Buchanan  has signed this  Agreement,  and  throughout  the
          remainder of the Continued Employment Period, the Company will pay Mr.
          Buchanan a monthly base salary of $29,166  (which is  equivalent to an
          annual salary of $350,000),  less applicable  withholdings  (the "Base
          Salary"),  in equal semi-monthly  installments.  The first installment
          will be made on the first payroll date occurring  after this Agreement
          has become effective.  The Company will provide health, dental, vision
          and  all  other  employee  benefits  consistent  with  Mr.  Buchanan's
          enrollment and participation in the Company's employee benefit plan as
          of January 31, 2004 (the "Employee  Benefits")  throughout the term of
          the Continued  Employment  Period with the exception that Mr. Buchanan
          will not be eligible to accrue  vacation  leave during this  Continued
          Employment  Period.  Mr.  Buchanan  will  inform  Convera of his newly
          acquired coverage under another plan if it occurs during the Continued
          Employment  Period  and  coverage  through  the  Convera  plan will be

     4.   During the Continued  Employment  Period, Mr. Buchanan's stock options
          listed on the attached  schedule  will  continue to vest  according to
          their  regular  schedule.   In  accordance  with  applicable   Convera
          Corporation Stock Option Plans (incorporated herein by reference), Mr.
          Buchanan  may  exercise  vested  stock  options  during the  Continued
          Employment  Period subject to any imposed Blackout Periods and subject
          to all applicable  legal  restrictions and for a period of ninety (90)
          days  following  the  end  of the  Continued  Employment  Period.  Mr.
          Buchanan  acknowledges that the 400,000 Deferred Shares granted to him
          by the  Company's  Board of Directors  on May 20, 2003 will  terminate
          with no Deferred Shares vested.

     5.   In accordance with its standard  policies and practices,  Convera will
          reimburse Mr.  Buchanan for reasonable  and  authorized  out-of-pocket
          business expenses  incurred by him, on behalf of Convera,  through the
          end of the Continued Employment Period.

     6.   Other than his Base  Salary  and  Employee  Benefits  and the one year
          continuation  of certain stock options under Paragraph 4, Mr. Buchanan
          acknowledges  and agrees  that he shall not  receive any other form of
          compensation  or  benefits  from  the  Company  during  the  Continued
          Employment  Period.

     7.   At the  conclusion of the Continued  Employment  Period on January 31,
          2005, Mr. Buchanan's  employment with the Company shall be terminated.
          At that time, Convera will:

               (a) pay Mr.  Buchanan for his accrued but unused vacation time of
          130.66 hours due and owing as of the end of the  Continued  Employment
          Period in accordance with Convera's  standard  policies and practices,
          less  deduction of any federal,  state or local taxes that Convera may
          be required to collect or withhold  ("Withholding  Adjustments");

               (b) terminate Mr. Buchanan's  Employee Benefits as of January 31,
          2005;  thereafter,  Mr.  Buchanan may extend his health,  dental,  and
          vision coverage at his own expense through COBRA continuation; and

               (c) pay  Mr.  Buchanan,  for a  period  of  twelve  (12)  months,
          severance  pay of $12,500  per month  (which is  equivalent  to annual
          severance pay of $150,000),  less  applicable  withholdings,  in equal
          semi-monthly installments.

     8.   In consideration  for the Company's  agreement to provide Mr. Buchanan
          with continued  employment and the severance pay described  above, and
          for other good and valuable consideration, the receipt and sufficiency
          of   which   are   expressly   acknowledged,   Mr.   Buchanan   hereby
          unconditionally  waives,  releases and forever  discharges Convera and
          any of  Convera's  current or former,  owners,  officials,  directors,
          officers,  shareholders,  affiliates,  agents,  Mr. Buchanan's benefit
          plans, representatives,  servants, employees, attorneys, subsidiaries,
          parents,  divisions,  branches, units, successors,  predecessors,  and
          assigns (collectively  referred to as "Released Parties") from any and
          all  claims,  causes of action,  demands or charges  arising out of or
          relating to Mr.  Buchanan's  employment by or separation from Convera,
          whether  known or unknown,  including  but not  limited to,  claims of
          discrimination or breach of contract,  and claims based in whole or in
          part on the Civil  Rights Act of 1991,  the Civil  Rights Act of 1964,
          the Americans with Disabilities Act of 1990, the Age Discrimination in
          Employment Act,  Executive Order 11246, the Equal Pay Act of 1963, the
          Rehabilitation  Act of 1973,  the Fair Labor  Standards Act, the Civil
          Rights  Act of 1866,  or  under  any  other  employee  relations  law,
          employee benefits law or applicable federal,  state, local, foreign or
          other  law or  regulations  in any  jurisdiction,  or causes of action
          sounding in tort or in contract,  and including but not limited to any
          claims for wages, commissions, bonuses, expense reimbursement or other
          forms of compensation,  monetary or equitable  relief,  damages of any
          nature and/or attorneys' fees.

     9.   This Agreement  constitutes  full and final  settlement of any and all
          claims Mr. Buchanan has or may have, arising out of or relating in any
          way to Mr. Buchanan's employment, with or separation from Convera. For
          the purpose of implementing a full and complete  release and discharge
          of Convera, Mr. Buchanan expressly acknowledges that this Agreement is
          intended to include in its effect, without limitation, all claims that
          Mr.  Buchanan  does not know or  suspect  to exist in his favor at the
          time of execution  hereof,  and that the  Agreement  contemplates  the
          extinguishment  of any such claim or claims.  This Agreement  shall be
          and  remain  in  effect  as  a  full  and  complete   general  release
          notwithstanding  the  discovery  or  existence  of any  additional  or
          different facts.

     10.  Mr.  Buchanan  hereby  acknowledges  that the agreements and covenants
          relating to the  Continued  Employment  Period,  and the severance pay
          thereafter,  described herein do not arise from any pre-existing legal
          obligations  of Convera,  and that,  except as set forth  herein,  Mr.
          Buchanan has no legal or other  entitlement to the payments  described
          herein under any policy,  plan or procedure of Convera  (including its
          predecessors Excalibur  Technologies,  Inc. and/or Intel Corporation's
          Interactive    Media    Services    division    (collectively,     the
          "Predecessors"))  or  under  any  prior  agreement  (written  or oral)
          between Mr. Buchanan and Convera or the Predecessors.

     11.  Mr. Buchanan agrees and acknowledges that information and materials in
          written,  oral,  magnetic,  photographic,  optical or other form,  and
          whether now existing or developed or created  during the period of Mr.
          Buchanan's employment or engagement with Convera and its Predecessors,
          are  proprietary  to Convera and are highly  sensitive in nature.  Mr.
          Buchanan and Convera further agree that "Confidential  Information" is
          any  information  not in the public domain,  including but not limited

               (a) All data, documents, materials, drawings and information
               received   in   tangible   form  and  marked   "Proprietary" or

               (b) Any and all ideas, concepts, know-how, methods, techniques,
               structures,   information  and  materials  relating  to  existing
               software  products and software in various states of research and
               development  including,  but not limited to, source code,  object
               and   load   modules,    requirements   specifications,    design
               specification,   design  notes,   flow  charts,   coding  sheets,
               annotations,   documentation,  technical  and  engineering  data,
               laboratory studies,  benchmark test results,  and the structures,
               organization,  sequence,  designs,  formulas and algorithms which
               reside  in  the  software  and  which  are  not  generally  known
               independently to the public or within the industries or trades in
               which Convera  competes.

                    (c)  Internal   business   procedures  and  business  plans,
               including   analytical   methods   and   procedures,    licensing
               techniques,  manufacturing  information  and  procedures  such as
               formulations,  processes and equipment, technical and engineering
               data,  vendor  names,   other  vendor   information,   purchasing
               information,   financial  information,  service  and  operational
               manuals and related  documentation,  ideas for new  products  and
               services  and other  such  information  which  relates to the way
               Convera conducts its business which is not generally known to the

                    (d) Patents, copyrights, trade secrets, trademarks,  service
               marks, and the like.

                    (e) Any and  all  customer  and  marketing  information  and
               materials,  such  as  strategic  data,  including  marketing  and
               development  plans,   forecasts  and  forecast   assumptions  and
               volumes,  and future plans and  potential  strategies  which have
               been or are being discussed;  financial data, including price and
               cost  objectives,  price lists,  pricing policies and procedures,
               and quoting policies and procedures; and customer data, including
               customer lists, names of existing,  past or prospective customers
               and their representatives, data provided by or about prospective,
               existing or past  customers,  customer  service  information  and
               materials,  data about the terms, conditions and expiration dates
               of existing  contracts with customers and the type,  quantity and
               specifications  of products  and  services  purchased,  leased or
               licensed by customers of Convera.

                    (f) Any and  all  information  and  materials  in  Convera's
               possession  or under its control  from any other person or entity
               to which it is obligated to treat as confidential or proprietary.

     12.  Mr.  Buchanan  represents  and warrants  that he has complied with the
          provisions  of any  employment  and/or  confidentiality  agreement  or
          similar  agreements  previously  entered into between Mr. Buchanan and
          Convera or the Predecessors (the "Employee Confidentiality Agreement")
          and that Mr.  Buchanan  has not done or in any way been a party to, or
          knowingly  permitted,  and will not  engage  in or  permit  any of the

                    (a)  Disclosure  of any  Confidential  Information  or trade
               secrets  of  Convera;

                    (b)   Retention  of  any  trade   secrets  or   Confidential
               Information of Convera;

                    (c) Copying any of the above; or

                    (d) Retention of any materials  (including  any documents or
               other written materials, ) belonging to, or in the possession of,

     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 that he will not solicit or
          induce,  or  attempt  to  solicit  or  induce,  any  current or future
          employee  of  Convera  to leave  Convera  for any  reason and that Mr.
          Buchanan agrees that he will not attempt to contact  Convera's clients
          or  potential  clients of which he is aware with  regard to  Convera's
          products and business nor to solicit,  divert, or take away any of the
          customers of the Company or any of its suppliers. 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.


     14.  Mr. Buchanan  acknowledges that by virtue of Mr. Buchanan's employment
          by Convera,  and over the course of that employment,  Mr. Buchanan has
          obtained trade secrets and  Confidential  Information of Convera,  the
          use or  disclosure of which would cause  irreparable  harm to Convera.
          Mr.  Buchanan  further  acknowledges  that  money  damages  are  not a
          sufficient  remedy for breach of this Agreement and that Convera shall
          be entitled,  in addition to any and all other  remedies  available to
          Convera,  the entry of preliminary  injunctive  relief as a remedy for
          such  breach  without  the  need to post a bond and  without  proof of
          actual  damages.  In the event that Convera is required to enforce its
          rights under this  Agreement and prevails,  Mr.  Buchanan  agrees that
          Convera  shall be  entitled  to recover  all costs and fees  incurred,
          including attorneys' fees.

     15.  Mr. Buchanan confirms that, during the Continued Employment Period and
          for a period of twelve (12) months  thereafter,  he will not engage in
          any  activity  that is or is  intended to be,  directly or  indirectly
          competitive with the products  developed,  manufactured or marketed by
          the Company,  or products  which the Company has under  development or
          which  are the  subject  of active  planning  at any time  during  his
          employment.  Companies  for  which he will not  accept  employment  or
          consultancy for a period of up to twelve (12) months following the end
          of the Continued Employment Period include Verity,  Autonomy, and Fast
          Company and their respective successors, if any.

     16.  Except as provided herein (particularly in section 13), this Agreement
          supersedes,  cancels  and  replaces  any other  agreement  between Mr.
          Buchanan and Convera.  Any right or entitlement in effect or available
          to  Mr.   Buchanan   under  any  such   other   agreement   is  hereby
          unconditionally  and irrevocably waived by Mr. Buchanan to the maximum
          extent  permissible.  Notwithstanding  the  foregoing,  any  agreement
          between Mr. Buchanan and Convera and/or the Predecessors, by which Mr.
          Buchanan has assigned intellectual property to Convera shall remain in

     17.  Notwithstanding  any other  provision in this  Agreement,  the Company
          expressly  acknowledges  its  obligation to indemnify Mr.  Buchanan in
          accordance with Convera's  by-laws and to the fullest extent permitted
          by the Delaware General  Corporation Law in respect of all claims that
          arise from,  are based on or relate or otherwise are  attributable  to
          Mr.  Buchanan in his capacity as Company  officer prior to January 31,

     18.  This  Agreement  may not be  changed or  altered,  except by a writing
          signed by Convera  and Mr.  Buchanan.  The  parties  agree that if any
          provision  of  this  Agreement  is  deemed   invalid,   the  remaining
          provisions  will still be given full force and  effect.  Further,  any
          material  breach of this  Agreement  by either  party shall excuse the
          other party from further  performance of this Agreement.  The remedies
          set forth  herein  are not  intended  to  exclude  any other  remedies
          available to either party at law or equity.

     19.  Mr.  Buchanan  agrees  that he has  been  given a  period  of at least
          forty-five (45) days to consider the terms of this Agreement, although
          he may accept it at any time within  those  forty-five  (45) days.  To
          accept this Agreement,  Mr. Buchanan must date and sign this Agreement
          and return it to Nancy  McKinley of  Convera.  Once he has done so, he
          will have seven (7) days in which to revoke his acceptance. To revoke,
          Mr.  Buchanan  must  send a written  statement  of  revocation  to Ms.
          McKinley.  If he does not revoke,  the Agreement will become effective
          on the  eighth  (8th)  day after it is  signed  by Mr.  Buchanan.  Mr.
          Buchanan also  acknowledges  that he is being provided with Attachment
          A, which is a  schedule  of the ages and job  titles of  employees  at
          Convera who are also being  offered  severance  packages and a list of
          the  ages  and  job  titles  of  those  individuals  in the  same  job
          classifications who are not being offered packages.

     20.  This Agreement  shall be governed by and, for all purposes,  construed
          and  enforced  in  accordance  with the laws of the State of  Virginia
          applicable  to  contracts  made  and to be  performed  in such  state.
          Convera and Mr. Buchanan agree that the federal or state courts of the
          State of Virginia shall have sole and exclusive  jurisdiction over any
          claim or cause of action relating to this Agreement or Mr.  Buchanan's
          employment by Convera or the termination of such  employment,  and Mr.
          Buchanan  hereby  consents  to accept  service of process as  provided
          under Virginia law or by registered  mail,  return receipt  requested,
          and waives any objection to personal  jurisdiction  of Mr. Buchanan in
          the state or federal courts of the State of Virginia.

     21.  Mr.  Buchanan  agrees that the terms and  conditions of this Agreement
          are confidential and are not to be discussed with any current,  future
          or past employees of Convera,  except those designated by Convera. The
          parties agree to hold these terms and conditions in strict confidence,
          except  as  required  by law,  or as  necessary  to  obtain  legal  or
          financial  advice.  Any  violation of this  confidentiality  provision
          shall be considered a material breach of this Agreement.




By: /s/ PATRICK C. CONDO                    /s/ JAMES BUCHANAN
______________________                      _______________________
Authorized Signature                            Signature

Dated: February 6, 2004               Date:  February 6, 2004