EMPLOYMENT AGREEMENT



This Employment Agreement (the "AGREEMENT"),  effective as of December __, 2000,

is made  and  entered  by and  between  JOHN  DUBOIS  (the  "EXECUTIVE")  and NX

NETWORKS, INC., a Delaware corporation (the "COMPANY").



                              W I T N E S S E T H:



WHEREAS,  the  Company  desires to engage  the  Executive  to  provide  services

pursuant to the terms of this Agreement; and



WHEREAS,  the Executive desires to provide such services to the Company pursuant

to the terms of this Agreement;



NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of  the  respective

covenants and agreements set forth below, the parties hereto agree as follows:



         1. TERM OF EMPLOYMENT



         The term of the  Executive's  employment  under  this  Agreement  shall

commence on January 3rd, 2001 and end on the third anniversary of such date (the

"Term of  Employment").  If the Company or the Executive does not deliver to the

other  party at least 60 days prior to the end of the three  year term,  written

notice  that the Term of  Employment  shall end on January 3, 2004,  the Term of

Employment shall  automatically  continue for an additional  one-year period. At

the end of such one year  period,  the Term of  Employment  shall  automatically

continue for  successive one year terms unless either party delivers at least 60

days prior written  notice that the Term of  Employment  shall end at the end of

such one-year renewal period.



         2. DUTIES



         (a) During the Term of  Employment,  the  Executive  shall serve as the

Chief  Executive  Officer and, as provided in Section 2(b) below,  a Director of

the Company with such authority and duties as are generally associated with such

position  and as may be  assigned  to him  from  time to time  by the  Board  of

Directors of the Company that are consistent with such authority and duties. The

Executive shall report to the Chairman of the Board of Directors of the Company,

or  someone  or some body  within  the Board if there is no  Chairman  or if the

Executive becomes the Chairman.



         (b) During the Term of  Employment  and except as  provided  in Section

2(c), the Executive  shall devote his full business time and best efforts to the

business and affairs of the Company.  The Executive  agrees to continue to serve

during the Term of Employment as a Director and a member of any committee of the

Board of  Directors  of the Company  that the Board may  designate.  The Company

agrees to use its commercially reasonable best efforts to cause the Executive to

be elected and continued in office throughout the Term of Employment as a member

of the Board of Directors of the Company and shall include him in the management

slate for election as a Director of the Company at every  stockholders'  meeting

of the Company at which his term as a Director would otherwise expire.



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         (c) Anything  herein to the contrary  notwithstanding,  nothing in this

Agreement  shall  preclude  the  Executive  from (i)  serving  on the  boards of

directors of other  corporations  or the boards of a reasonable  number of trade

associations and/or charitable organizations,  in each case subject to the prior

approval  of the  Board of  Directors  of the  Company  (not to be  unreasonably

withheld),  (ii) engaging in  charitable  activities  and community  affairs and

(iii)  managing  his  personal  investments  and  affairs,  provided  that  such

activities  do not  interfere  with the  proper  performance  of his  duties and

responsibilities under this Agreement. The Company agrees that the Executive may

continue to serve in all board  positions  disclosed to the Company prior to the

date of this Agreement.



         3. NO CONFLICT OF INTEREST



         The parties  certify that the  Executive has advised the Company of his

professional  and  business  relationship  with Keir  Kleinknecht.  The business

relationship  is that the  Executive  was a member of the Board of Advisors  for

E-Goo  Venture  Fund,  of which Mr.  Kleinknecht  was a managing  partner.  That

business  relationship  is  expected  to  continue  in some  form.  The  Company

acknowledges  that this  relationship does not create a conflict of interest for

the Executive or diminish in any respect the Executive's  capacity to enter this

Agreement or to perform the job and duties described in this Agreement.



         4. COMPENSATION AND RELATED MATTERS



         (a) SALARY. During the Term of Employment,  the Executive shall receive

a base salary (the "Base  Salary") at the rate of $260,000 per annum.  Such Base

Salary shall be payable  semi-monthly in accordance with the Company's  policies

in  effect  from  time to time.  The  Board of  Directors  from time to time may

increase, but not decrease, the Base Salary.



         (b) BONUS.  The  Executive  shall be eligible for a quarterly  bonus in

such amount as the Board of Directors may designate. Payment of any annual bonus

shall be made at the same time that other senior-level  executives receive their

bonus but in no event later than  fifteen  days after the close of the period to

which such bonus relates.



         (c)  STOCK  OPTIONS.  To  induce  the  Executive  to  enter  into  this

Agreement, the Executive is hereby granted an option (the "Stock Option") by the

Company to purchase  shares of common stock,  par value $0.05 per share,  of the

Company  (the "Common  Stock").  The Stock  Option  shall be  memorialized  in a

separate stock option agreement,  dated the date hereof, between the Company and

the Executive. The Stock Options will be in two tranches.



The first  tranche of the Stock  Option will be for  2,000,000  shares of Common

Stock,  and will have an exercise  price per share  equal to the closing  market

price per share of the Common Stock on the date of this Agreement.  This tranche

of the Stock  Option  shall vest over time as follows  and be subject to earlier

vesting as described below.



Time vesting:

500,000  shares  subject to the Stock Option shall vest on January 3, 2001,  and

250,000  shares  subject  to the Stock  Option  shall  vest  thereafter  on each

six-month anniversary of such date.



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Accelerated  vesting of the number of shares  indicated  below,  or such  lesser

amount  as  remains  unvested  at the time of the  acceleration  event,  for any

one-year period will occur as follows:



NO. SHARES           VESTING EVENT



250,000     Common Stock trades at $5/share for 10 consecutive trading days

250,000     Common Stock trades at $8/share for 10 consecutive trading days

250,000     Common Stock trades at $12/share for 10 consecutive trading days



The price points designated above refer to the last reported sales price for the

trading day.

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