EMPLOYMENT AGREEMENT



         THIS AGREEMENT made as of November 30, 1999;



BETWEEN:



         RICHARD P. DALMAZZI, of the City of

         Lafayette in the State of California

         (hereinafter referred to as the "Employee"),



                                                              OF THE FIRST PART,



                                      -and-



         CERTICOM CORP., a corporation organized

         under the laws of the Yukon Territory

         (hereinafter referred to as the "Employer")



                                                             OF THE SECOND PART.



         THIS AGREEMENT  WITNESSES that in consideration  of  the  covenants and

agreements herein contained the parties hereto agree as follows:



                            ARTICLE ONE - EMPLOYMENT



1.1      Employment



         Subject  to the terms and  conditions  hereof,  the  Employee  shall be

employed by the Employer in the office of President and Chief Executive  Officer

and shall perform such duties and exercise such powers related to such office as

set forth in the by-laws of the Employer and as  prescribed  or specified by the

board of directors of the Employer, subject always to the control and  direction

of such board of directors.



1.2      Term of Employment



         The  employment of the Employee  hereunder  shall  commence on the date

hereof and shall  terminate  on April 30,  2001,  subject to any renewal of this

Agreement  pursuant to Section 5.1 and  subject to earlier  termination  of this

Agreement pursuant to Sections 4.1 and 4.2.



                           ARTICLE TWO - REMUNERATION



2.1      Salary



         The Employer or a United States  subsidiary  of the Employee  shall pay

the  Employee  during the term of this  Agreement  a gross  annual  salary of US

$250,000  payable on the 15th and the last day of each calendar  month.  If this

Agreement is renewed  beyond  April 30, 2001,  such salary shall be reviewed by

the parties prior to any additional renewals of this





{PAGE}

                                      -2-





Agreement  and any  changes in such  salary  shall be as agreed  upon in writing

between the parties.



2.2      Bonus



         In its  absolute  discretion  the  Employer  may  pay the  Employee  an

additional  bonus in respect of each fiscal year of the  Employer.  The Employee

acknowledges  that the  payment  of any  such  bonus  shall  be in the  absolute

discretion of the Employer.



2.3      Options



                  (a) The  Employee  shall be  entitled  to  participate  in the

Employer's 1997 Stock Option Plan ("SOP") and any additional  stock option plans

or stock purchase plans established by the Employer.  As of the date hereof, the

Employee  shall be granted  options to purchase  an  additional  110,000  common

shares under the SOP at an exercise price equivalent to the closing price of the

shares on November 29, 1999.  The grant of any future  options or other benefits

under such plans shall be in the discretion of the Employer.



                  (b) In the  event  any  person  acquires  more than 50% of the

outstanding  voting securities of the Employer,  (a "Change of Control") and the

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