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EXHIBIT
10.1
 350 Palladium Drive
Ottawa, Ontario
(Building)
 SUBLEASE AGREEMENT
 Between:
 ZixCorp Canada, Inc.
  Intelligent Photonics Control Corp.




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SUBLEASE AGREEMENT
  INTELLIGENT PHOTONICS CONTROL CORP.
  ZIXCORP CANADA, INC.
 RECITALS
 A.
WHEREAS, (Head Landlord) Head Lease),
 B. WHEREAS,
 Subleased
Premises), Agent
 SECTION 1  SUBLEASED PREMISES
   
    
    All damaged/discolored/inconsistent ceiling tiles to be replaced to match building standard; and
    
    A general cleanup of the Premises; and
    
    Installation of four (4) office grade doors and doorframes as shown on Schedule A, more
specifically described as follows:
 Ø
 Ø
 Ø




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Ø
 
    
    Providing access card(s) and programming access system to allow Subtenant access to the shared
server room.
      SECTION
2  TERM
 Sublease Term) Commencement Date) Termination Date)
 SECTION
3  BASIC RENT
 Basic Rent st
  SECTION 4  ADDITIONAL RENT
 Additional Rent st




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SECTION
5  GOODS AND SERVICES TAX
  SECTION
6  FIT-UP PERIOD
  SECTION 7  DEPOSIT
 Deposit
 SECTION 8 SUBTENANTS COVENANTS
     SECTION 9  SUBLANDLORDS COVENANTS




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SECTION 10  HEAD LEASE TO APPLY
  SECTION
11  DEFAULT
  SECTION 12  LIMITED SIX MONTH NON-DISTURBANCE OF SUBTENANT
 th
 SECTION
13  ASSIGNMENT
  SECTION
14  WAIVER




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SECTION
15  NOTICE
  (a) to the Sublandlord at:
    
    Intelligent Photonics Control Corp.
350 Palladium Drive, Suite 200
Kanata, On 
K2V 1A8Attention: Richard White, CEOPhone: 613 599 8821 Ext. 123
Fax: 613 599 1205 
Cell: 613 858 9568(b) to the Subtenant at:
    
    ZixCorp Canada7 Capella Court,
3rd floor
Ottawa, ON
K2E 7X1Attention: Mr. Russell Morgan, President
Phone: 613 288 2469
Fax: 613 224 3979
  SECTION
16  EFFECT
  SECTION 17  DELIVERY BY FAX
  SECTION 18  GOVERNING LAW




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SECTION 19  HEAD LANDLORDS CONSENT
  SECTION 20  FURNITURE
    SECTION 21- SIGNAGE
   SECTION 22  OPTION TO LEASE ADJOINING SPACE
  SECTION 23  CONDITIONAL UPON SUBTENANT EXECUTIVE COMMITTEE APPROVAL




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SECTION 24  USE OF COMMON AREAS




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SECTION 25 ACCEPTANCE
 th
  ZIXCORP CANADA, INC.Dated this
19 day of May, 2005By:
    
    /s/ R. MorganName: R. MORGANWitness
    
    
    
    Title: PRESIDENT, ZIXCORP CANADAI/We have authority to bind the Corporation.INTELLIGENT PHOTONICS CONTROL CORP.Dated this 19 day of May, 2005By:
    
    /s/ Richard WhiteName: RICHARD WHITEWitness
    
    
    
    Title: PRESIDENT & CEO, IPCI/We have authority to bind the Corporation




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Schedule A
 nd




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Schedule B




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Schedule C
  TO:
    
    Intelligent Photonics Control Corp.(SUBLANDLORD)AND TO:
    
    ZixCorp Canada, Inc.(SUBTENANT)
    1)
    
    consents to the Sublease by the Sublandlord to the Subtenant of the Subleased
Premises, provided that this consent shall not be deemed to authorize any further or other
assignment or subletting with respect to the Head Lease or the Sublease and shall not be
deemed to release the Sublandlord from any of their obligations under the Head Lease;2)
    
    consents to the use of the Subleased Premises for the purposes of office spaceonly;3)
    
    acknowledges that the Head Lease is a good, valid and subsisting lease and is
presently in good standing and to the knowledge of the Landlord as of the date hereof
there is no existing default under the Head Lease by either the Landlord or the
Sublandlord;4)
    
    agrees that no further amendments will be made to the Head Lease which will have a
detrimental affect on the rights and obligations of the Subtenant without the prior
written consent of the Subtenant; and5)
    
    in the event of early termination of the Head Lease for any reason, including the
default of the Tenant, the Landlord agrees to be bound by the terms of the Sublease as if
it was the Sublandlord under the Sublease; and
 
 Elk Property Management Limited
 Per:Title:I/We have the authority to bind the Corporation.