EMPLOYMENT AGREEMENT



         This  employment  Agreement  is  effective  as of February 7, 2000 (the

"Effective Date") between Certicom Corp., a Delaware  corporation  ("Certicom"),

Certicom Corp., a Yukon Territory,  Canada corporation ("Parent") and Richard D.

Brounstein ("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:



                           ARTICLE 0NE -- EMPLOYMENT



1.1 Employment



         Commencing  February 7, 2000,  Certicom  shall  employ  Employee as its

Finance  Director  and  commencing  February  23,  2000,  Certicom  shall employ

Employee as its Senior  Vice  President  Finance,  Chief  Financial  Officer and

Secretary.  Employee  shall perform such duties and exercise such powers related

to such  offices as set forth in the bylaws 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. From February 23, 2000, Employee shall

also serve as the Senior Vice President  Finance,  Chief  Financial  Officer and

Secretary  of Parent and each  direct or indirect  wholly  owned  subsidiary  of

Parent  (such  subsidiaries,  Parent and  Certicom  collectively  the  "Certicom

Group").



                          ARTICLE TWO -- REMUNERATION



2.1 Salary



         As compensation for the services by Employee hereunder,  Certicom shall

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

one-hundred   seventy-five  thousand  dollars  ($175,000.00),   payable  on  the

fifteenth and the last day of each calendar month.



2.2 Certicom Bonus



         Each  quarter,  Employee  shall be eligible to receive a bonus  payment

equivalent to up to 2.5% ($4,375.00) of his annual salary from Certicom based on

Parent achieving its quarterly  financial  targets,  as determined by the CEO of

Parent.



2.3 Annual Bonus



         In its sole and  absolute  discretion,  Certicom  may pay  Employee  an

additional  cash  bonus  at the end of each  fiscal  year  of  Parent.  Employee

acknowledges  that  the  payment  of any  such  bonus  shall  be in the sole and

absolute discretion of the Board of Directors of Parent.



                                      -1-



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2.4 Options



         (a)      Employee  shall be entitled to  participate  in Parent's  1997

                  Stock Option Plan  ("SOP"),  and any  additional  stock option

                  plans or stock purchase plans as may be established by Parent.

                  As of the date of this  Agreement,  Employee  shall be granted

                  options to purchase  one-hundred  fifteen  thousand  (115,000)

                  Parent  common  shares  under  the  SOP at an  exercise  price

                  equivalent  to the closing  price of the shares on the trading

                  day prior to the Effective Date of this  Agreement.  The grant

                  of any future  options or any benefits  under such plans shall

                  be in the discretion of Certicom.



         (b)      In the event there is a Change of Control  (as defined  below)

                  of Parent and Employee is subsequently  terminated by Certicom

                  or  Parent  without  Cause (as  defined  below),  or  Employee

                  resigns his  employment  with Good Reason (as defined  below),

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