EMPLOYMENT AGREEMENT



                  EMPLOYMENT AGREEMENT, made this 4th 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 Kam Saifi residing at 2041 Winding Brook Way, Westfield, NJ 07090

(the "Employee").



                              W I T N E S S E T H:



                  WHEREAS, the Company desires to employ the Employee as Chief

Executive Officer and 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 Executive Officer and 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. Employee and Company

agree that the effectiveness of this Agreement (and the Appendices hereto) is

conditioned upon the approval of the Company's Board of Directors, which will be

sought immediately after execution hereof. If such Board approval is not

received on or prior to October 10, 2001, then this Agreement (and the

Appendices hereto) will be null and void from inception and the parties shall

have no obligations towards each other.



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

term of the Employee's employment under this Agreement shall commence on October

1, 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 Executive

Officer and 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 Chairman of the

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Board, or his designee if the Chairman is not available. The Employee will be

primarily responsible for the overall operations and profitability of the

Company, including overseeing legal, finance, strategy, operations, sales,

administrative and personnel matters. 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 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

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