<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>CONSULTING AGREEMENT

<TEXT>







                         VENTURE CONSULTING GROUP, INC.



                           MASTER CONSULTING AGREEMENT



THIS MASTER CONSULTING AGREEMENT (the "Agreement") is entered into this 18th day

of September,  2000 (the "Effective  Date"),  by and between Venture  Consulting

Group, Inc., having an address at 5 Whitney Woods Lane, Cohasset,  Massachusetts

("Consultant"),  and ION  Networks,  Inc.,  having  an  address  at  1551  South

Washington Avenue, Piscataway, NJ 08854 ("Customer").



         WHEREAS,  Consultant is in the business of providing  certain  business

consulting services;



         WHEREAS, Customer desires to engage Consultant,  and Consultant desires

to be engaged by Customer, to render such services upon the terms and subject to

the conditions set forth in this Agreement;



         NOW,  THEREFORE,  in  consideration of the premises set forth below and

for other good and valuable consideration,  the receipt and sufficiency of which

is hereby acknowledged, the parties hereby agree as follows:



1.       Services

         --------



1.1  Description of Services.  Consultant  will perform the business  consulting

services  specified in Statements of Work to this  Agreement  (the  "Services").

Consultant  shall be appointed by the Board of Directors to provide the Services

to Customer. Both Consultant and any of its employees appointed as an officer of

the  Customer  shall  report to the Board of  Directors of Customer and shall be

accountable to the Board for fulfilling the obligations  described herein.  Each

Statement of Work is hereby  incorporated into this Agreement by this reference.

The  Statement  of Work will be executed by the  parties  concurrently  with the

execution of this  Agreement and is attached  hereto as Statement of Work No. 1.

Any additional Statements of Work shall be initially generated by Consultant and

shall become effective when signed by both parties.



1.2      Statements of Work.   Each Statement of Work should include the

following:



         (a) the services, functions, equipment, software, facilities, personnel

and other materials, documentation and resources to be provided by each party;



         (b) the  requirements  and  specifications  for any work  product to be

developed by Consultant and delivered to Customer (the "Deliverables");



         (c) estimated delivery dates for the Deliverables; and



         (d) fees payable to Consultant for the Services and Deliverables  along

with a fee payment schedule.



1.3 Change  Procedure.  Unless  otherwise  stated in an applicable  Statement of

Work, changes to the parties'  respective  obligations under a Statement of Work

shall be made as set forth in this Section 1.3.  Customer may request changes to

a Statement of Work by providing  Consultant  with a written request for changes

(a "Change  Request")  that  specifies the desired change with at least the same

degree of  specificity  as that  contained  in the  original  Statement of Work.

Following  Consultant's receipt of a Change Request,  Consultant shall submit to

Customer a written  response  which should  outline the tasks to be performed by

each party,  schedule and cost  changes,  and any other items  applicable to the

Change Request (a "Change Response").  Consultant will charge Customer on a time

and, if applicable,  material basis, at Consultant's  then-current  time and, if

applicable,  material  rates,  for the time  spent by  Consultant  in  analyzing

Customer's  Change Request and preparing a Change Response.  If, within five (5)

days after Consultant's  delivery of such Change Response to Customer,  Customer

provides  Consultant  with written notice of acceptance of the Change  Response,

the Change Response will amend and become a part of, the applicable Statement of

Work.  In the event of a conflict  among the terms and  conditions of the Change

Response and the  applicable  Statement of Work, the terms and conditions of the

Change  Response  shall  govern  and  control.  If  Customer  fails  to  provide

Consultant  with written notice of acceptance of the Change Response within said

five (5) day period, the Change Response will be deemed rejected by Customer and

the original Statement of Work shall remain in full force and effect.

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