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                              EMPLOYMENT AGREEMENT

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This Employment Agreement, dated September 15, 2003, ("Effective Date") is

between ION Networks, Inc., a Delaware corporation (the "Company"), and Patrick

E. Delaney, an individual residing at 149 Mill Road, North Hampton, NH 03862

("Executive").



1.    Position and Responsibilities.



      1.1   Position. Executive is employed by the Company to render services to

the Company in the position of Chief Financial Officer. Executive shall perform

such duties and responsibilities as are normally related to such position in

accordance with the standards of the industry and any additional duties

consistent with his position now or hereafter assigned to Executive by the Chief

Executive Officer. Executive shall abide by the rules, regulations, and

practices as adopted or modified from time to time in the Company's sole

discretion.



      1.2   Other Activities. Executive shall devote his full business time,

attention and skill to perform any assigned duties, services and

responsibilities while employed by the Company, for the furtherance of the

Company's business, in a diligent, loyal and conscientious manner. Except upon

the prior written consent of the Chief Executive Officer, Executive will not,

during the term of this Agreement, (i) accept any other employment, or (ii)

engage, directly or indirectly, in any other business activity (whether or not

pursued for pecuniary advantage) that might interfere with Executive's duties

and responsibilities hereunder or create a conflict of interest with the

Company.



      1.3   No Conflict. Executive represents and warrants that Executive's

execution of this Agreement, Executive's employment with the Company, and the

performance of Executive's proposed duties under this Agreement shall not

violate any obligations Executive may have to any other employer, person or

entity, including any obligations with respect to proprietary or confidential

information of any other person or entity.



2.    Compensation and Benefits.



      2.1   Base Salary. In consideration of the services to be rendered under

this Agreement, the Company shall pay Executive a base salary at an annualized

rate of $120,000 from the Effective Date through December 31, 2003. Beginning

January 1, 2004, the Executive's base salary shall increase to an annualized

rate of no less than $156,000. The Base Salary shall be paid in accordance with

the Company's regularly established payroll practice. Executive's Base Salary

shall be reduced by withholdings required by law. Executive's Base Salary will

be reviewed from time to time in accordance with the established procedures of

the Company for adjusting salaries for similarly situated employees and may be

adjusted in the sole discretion of the Company.



      2.2   Stock Options. The Company shall recommend to the Compensation

Committee and to the Board of Directors (the "Board") that Executive be provided

with non-qualified stock options to purchase 600,000 shares of the Common Stock

of the Company on the Effective Date, an additional 400,000 shares of the Common

Stock of the Company on January 1, 2004. This recommendation will be considered

for approval at the Company's next Board meeting. The price per share of any

approved options will be determined at that meeting. Executive's entitlement to

any stock options that may be approved is conditioned upon Executive's signing

of a separate Stock Option Agreement. Stock options to purchase 500,000 shares

of the Common Stock of the Company shall automatically vest upon a Change in

Control (as defined below) which occurs within (6) months after the Effective

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