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This Employment Agreement is effective as of February 26, 2002 (the Effective Date) between Certicom Corp., a Yukon Territory, Canada corporation (Certicom) and Ian McKinnon (Employee).

In consideration of the mutual promises and conditions in this Employment Agreement, and all benefits associated with the employment of Employee, it is agreed as follows:

Commencing February 26, 2002, Certicom will employ Employee as its President and Chief Executive Officer (the Employment). Employee will perform such duties and exercise such powers related to such offices as set forth in the by-laws of Certicom and as prescribed or specified by the Board of Directors of Certicom, subject always to the control and direction of such Board of Directors.

As compensation for the services by Employee hereunder, Certicom will pay Employee during the term of the Employment a gross annual salary of $358,000 (Base Salary), payable on the fifteenth and the last day of each calendar month.

Commencing after the fiscal year ended April 30, 2003, Certicom may pay Employee an annual bonus (the Annual Bonus) of up to $191,000 per year, payable within 120 days of the end of each applicable fiscal year of Certicom. The Annual Bonus will be based upon the achievement by Certicom and Employee of certain objectives (which objectives may include net income, operating profit, cash flow and customer satisfaction) as established by the Board of Directors of Certicom and Employee by mutual agreement within 30 days of the commencement of each fiscal year of Certicom.

(a) Employee will be entitled to participate in Certicoms 1997 Stock Option Plan (SOP) and any additional stock option plans or stock purchase plans as may be established by Certicom, unless such participation is not permitted by the terms of such additional plan. Employee will be eligible for grants of employee stock options pursuant to such plans on the same basis as other senior executive officers of Certicom. Except as set forth in Section 2.3(b), the grant of any future options or any benefits under such plans will be in the sole and absolute discretion of the

Board of Directors of Certicom and nothing in this Agreement will be construed as guaranteeing the grant of any options whatsoever to the Employee except for those grants of options set forth in Section 2.3(b).

(b) As soon as practicable after execution of this Agreement and in accordance with the terms and conditions of the SOP (or, subject to regulatory approval, outside of the SOP provided however that the terms and conditions of the SOP will apply) and all regulatory requirements (including, without limitation, the determination of exercise price), Certicom will grant to the Employee options to acquire that number of common shares of Certicom as set forth below:

(1) 1,200,000 that will automatically vest 25% after one year and 1/48 per month thereafter (for greater certainty, the parties acknowledge that all such options will be fully vested within four years of the date of grant provided that Employee remains employed by Certicom, and continues to work at Certicom (provided that for purposes of this Section 2.3(b)(1), the Employee will be deemed to be working at Certicom during all authorized leaves from Certicom), continuously throughout such four year period);

(2) 80,000 that will vest on April 30, 2003 provided that the objectives established by the Board of Directors pursuant to Section 2.2 for the fiscal year ended April 30, 2003 are achieved by Certicom and the Employee; and

(3) 30,000 that will vest on April 30, 2003 provided that Certicom and Employee achieve certain stretch performance targets as established by the Board of Directors of Certicom and Employee by mutual agreement prior to May 31, 2002.

(c) In the event there is a Change of Control (as defined below), 50% of any options or other rights to acquire securities of Certicom that are not vested on the date of such Change of Control, whether granted prior to or subsequent to the date hereof, including, without limitation, any such unvested options or rights granted pursuant to the SOP, will immediately vest and become fully exercisable.

(d) In the event that Employees employment is terminated without cause after a Change of Control or Employee resigns his employment with Good Reason (as defined below) after a Change of Control, then 100% of any options or other rights to acquire securities of Certicom that are not vested on the date of such termination or resignation, whether granted prior to or subsequent to the date hereof, including, without limitation, any such unvested options or rights granted pursuant to the SOP, will immediately vest and become fully exercisable.

For the purposes of this Agreement, Change of Control will be deemed to mean the occurrence of (i) a person, including the persons affiliates and associates, becoming the beneficial owner of directly or indirectly, or, exercising control or direction over, common shares of Certicom carrying in excess of 50% of the total voting rights attached