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<FILENAME>dex1028.txt

<DESCRIPTION>EMPLOYMENT AGREEMENT

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                                                                  Exhibit. 10.28



                              EMPLOYMENT AGREEMENT



     EMPLOYMENT AGREEMENT, made this 20th day of May, 2002, by and between ION

Networks, Inc., a Delaware corporation, with its principal place of business at

1551 South Washington Avenue, Piscataway, New Jersey 08854, (the "Company") and

Ted Kaminer residing at 12 Chateau Drive, Cherry Hill, New Jersey 08003 (the

"Employee").



                              W I T N E S S E T H:



     WHEREAS, the Company desires to employ the Employee as Chief Financial

Officer and Vice President and wishes to acquire and be assured of Employee's

continued services on the terms and conditions hereinafter set forth;



     WHEREAS, the Employee desires to be employed by the Company as Chief

Financial Officer and Vice President and to perform and to serve the Company on

the terms and conditions hereinafter set forth;



     NOW, THEREFORE, in consideration of the mutual terms, covenants, agreements

and conditions hereinafter set forth, the Company and the Employee hereby agree

as follows:



     1.   Employment. The Company hereby employs the Employee to serve as a full

time Employee of the Company, and the Employee hereby accepts such employment

with the Company, for the period set forth in Section 2 below. The Employee's

principal place of employment shall be in the Company's offices in Piscataway,

New Jersey or other such places as are reasonably directed by the Company. The

Employee hereby accepts such employment and agrees to undertake the duties and

responsibilities inherent in such position.



     2.   Term. Unless earlier terminated as provided in this Agreement, the

term of the Employee's employment under this Agreement shall commence on May 20,

2002 (the "Engagement Date") and shall continue until June 30, 2005, but shall

be terminable prior thereto, for the reasons set forth in paragraph 7, including

for "Cause" (as defined in paragraph 7(a)(iii)). The period of Employee's

employment hereunder shall hereinafter be known as the "Employment Term." Any

renewal of this agreement shall be only by mutual agreement of the parties. The

parties will commence discussion of any possible renewal not later than May 31,

2005.



     3.   Duties and Authority.



          (a)  Duties. The Employee shall be employed as the Chief Financial

Officer and Vice President of the Company, shall faithfully and competently

perform such duties at such times and places and in such manner as the Board of

Directors of the Company (the "Board"), may from time to time reasonably direct,

and Employee shall report to the Chief Executive Officer of the Company. The

Employee will be primarily responsible for overseeing the Company's finance and

administration components including, but not limited to, accounting and

controls, risk management, corporate administration and investor relations. In

addition, the Employee will provide integral financial perspective regarding key

senior management decisions. Except as otherwise may be approved in advance by

the Board, and except during



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vacation periods and reasonable periods of absence, including absences due to

sickness, personal injury, family leave as permitted by law, or other

disability, the Employee shall devote Employee's full time throughout the

Employment Term to the services required of Employee hereunder. The Employee

shall render Employee's services exclusively to the Company during the

Employment Term and shall use Employee's best efforts, judgment and energy to

improve and advance the business and interests of the Company in a manner

consistent with the duties of Employee's position.



          (b)  Authority. The Employee shall have such authority, duties and

responsibilities consistent with his position, subject to the supervision and

authority of the Board.



          (c)  Assistance. The Company will assist the Employee by furnishing

all necessary information with respect to its products and with respect to all

technical and administrative support as is reasonably required. The Company will

keep the Employee informed concerning its new products, sales strategies and

general business developments. The Company will provide Employee with office

facilities adequate to his function and position, comparable to that provided by

the Company to other senior executives.



     4.   Compensation.



          (a)  Base Salary. In consideration of the services of the Employee

rendered to the Company hereunder, the Company shall pay the Employee (i) a base

salary at an annual rate of $145,000 during the period of the Employment Term

commencing May 20, 2002, and (ii) certain bonus payments as set forth below.

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