EMPLOYMENT AGREEMENT



                  EMPLOYMENT AGREEMENT, made this 17th day of October, 2001, 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 David Arbeitel residing at 2 Carlton Court, East Brunswick, New

Jersey 08816 (the "Employee").



                              W I T N E S S E T H:



                  WHEREAS, the Company desires to employ the Employee as Chief

Technology 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 Technology 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 October

17, 2001 (the "Engagement Date") and shall continue until September 30, 2004,

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 June 30, 2004.



         3. DUTIES AND AUTHORITY.

         ------------------------



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

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 leading the development of product

and technology strategy and for the creation and management of an innovation

process for leveraging intellectual property for the Company. Except as

otherwise may be approved in advance by the Board, and except during vacation

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

personal injury, family leave as permitted

<PAGE>



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 $148,000 during the period of the Employment Term

commencing October 17, 2001 and ending September 30, 2002, and (ii) certain

bonus payments as set forth below. Upon expiration or termination of this

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