EMPLOYMENT AGREEMENT



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

29, 2000, is made and entered by and between Jonathan A. Sachs (the "Executive")

and Nx Networks, Inc., a Delaware corporation (the "Company").



                                    AGREEMENT



         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  immediately  upon the execution of this Agreement

and end on the second  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 written  notice that the Term of  Employment  shall end on the second

anniversary  of the date  hereof,  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

Executive  Vice President of Technology and Chief  Technology  Officer.  In such

capacity,  the Executive  shall have such  authority and duties as are generally

associated  with such  positions and as may be assigned to him from time to time

by the Board of Directors or the Chief Executive Officer.



         (b) During the Term of Employment the Executive shall devote his best

efforts to the business and affairs of the Company. Nothing in this Agreement

shall preclude the Executive from engaging in consulting activities, or

charitable and community affairs activities, so long as such activities do not

interfere with the execution of his duties and responsibilities hereunder, or

from serving as a director or trustee of any other corporation, association or

entity.



         3. COMPENSATION AND RELATED MATTERS.



         (a) SALARY. During the Term, the Executive shall receive a base salary

(the "Base Salary") at the rate of $220,000 per annum. Such Base Salary shall be

payable in accordance with the Company's policies in effect from time to time,

but in any event no less frequently than monthly. The Board of Directors from

time to time may increase, but not decrease, the Base Salary.





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         (b) BONUS. The Executive shall be eligible for an annual 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 April 1 of the year following the year to which

such bonus relates. In addition, the Executive shall be eligible for quarterly

bonuses in such amount as the Chief Executive Officer, in his/her sole

discretion, may designate.



                  (i) STOCK OPTIONS. The Executive will be granted stock options

                  under the Company's stock option plan (the "Stock Options") by

                  the Company to purchase 150,000 shares of common stock, par

                  value $0.05 per share, of the Company (the "Common Stock") at

                  an exercise price of seventy-five cents ($.75). The shares

                  underlying the Stock Options will be covered by a Registration

                  Statement on Form S-8 within 30 days of the date of this

                  Agreement. The Stock Options shall be memorialized in a

                  separate stock option agreement, dated the date hereof,

                  between the Company and the Executive. The Stock Options will

                  vest quarterly commencing on the date of this Agreement over a

                  two year period and expire on the fifth anniversary of this

                  Agreement. The Stock Options shall be exercisable by the

                  Executive in accordance with the terms of this Agreement and

                  the stock option agreement; provided that Executive shall have

                  the right to exercise the Stock Options for a period of at

                  least 180 days after the termination of Executive's employment

                  with the Company.



         (c) EXPENSES. The Executive is authorized to incur reasonable expenses

in carrying out his duties and responsibilities under this Agreement and the

Company shall reimburse him for all business expenses as soon as practicable

after presentation of Executive's expense report incurred in connection

therewith, subject to documentation in accordance with the Company's policy,

provided that the Company will use its best efforts to reimburse Executive

within 7 days of the submission of such reports. The Company will provide the

Executive with a Company issued credit card to cover the Executive's business

expenses.



         (d) CAR ALLOWANCE. The Company shall pay the Executive a car expense

allowance of $500 per month, prorated for partial years.



         (e) EMPLOYEE BENEFITS. During the Term of Employment, the Executive

shall be entitled to participate in or receive benefits under any and all

employee benefit plans, programs and arrangements on terms no less favorable

than those generally applicable to senior executives of the Company, subject to

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