EXHIBIT 10.10




THIS PROMISSORY  NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933.
IT MAY NOT BE OFFERED OR  TRANSFERRED BY SALE,  ASSIGNMENT,  PLEDGE OR OTHERWISE
UNLESS  (I)  A  REGISTRATION  STATEMENT  FOR  SUCH  PROMISSORY  NOTE  UNDER  THE
SECURITIES ACT OF 1933 IS IN EFFECT OR (II) PAYEE(AS DEFINED BELOW) HAS RECEIVED
AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE PAYEE, TO THE EFFECT
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

                                 PROMISSORY NOTE
                                 ---------------

PRINCIPAL: $750,000.00                                            PISCATAWAY, NJ
INTEREST: LIBOR PLUS 1%                                            JUNE 27, 2000

                  FOR VALUE RECEIVED, Stephen B. Gray, an individual residing at
9 Pavilica Road, Stockton, NJ 08559 (the "Maker"), hereby promises to pay to ION
NETWORKS,  INC., a Delaware corporation with an address of 1551 South Washington
Avenue,  Piscataway,  New Jersey 08854 (the "Payee"), the aggregate sum of Seven
Hundred Fifty Thousand Dollars ($750,000.00) (the "Principal Amount"),  together
with  interest as set forth herein (as the same may be  supplemented,  modified,
amended  or  restated  from time to time in the  manner  provided  herein,  this
"Note"). Interest on the Principal Amount shall accrue at the rate of LIBOR plus
one (1%)  percent  per annum,  to be  determined  and fixed on each one (1) year
anniversary  of this Note.  Such payment  shall be made at the address set forth
above or at such other place as may be  designated  from time to time in writing
by the Payee.

1. Payment of Principal and Interest.  The  Principal  Amount  together with all
interest  accruing  thereon  shall be paid by the Maker to the Payee in a single
payment on or before the  earliest  to occur of (i) five (5) years from the date
hereof or, (ii) the occurrence of an Event of Default (as defined  below),  such
earlier  date  as  may be  otherwise  provided  herein  (the  "Maturity  Date").

         Notwithstanding the foregoing, this note and all accrued interest shall
be due and payable,  thirty (30) days after  termination  of Maker's  employment
with the  Payee,  if such  date is  prior to the  Maturity  Date,  whether  such
termination  occurs as a result of Maker  leaving the Payee's  employ of his own
volition,  or as a result of the Payee's  termination of Maker's employment with
or  without   cause.   If  Payee  has  been  acquired  (such  as  in  a  merger,
consolidation, or otherwise), then the provisions relating to


<PAGE>

Maker's continued  employment shall be deemed satisfied if Maker continues to be
employed by Payee's successor.  Notwithstanding the foregoing,  if Payee dies or
becomes  permanently  disabled  prior to the Maturity  Date,  then the Principal
Amount and all  accrued  interest  on this Note shall be due and  payable on the
Maturity Date.

2.  Prepayment.  The  Maker  shall  have the  right to  prepay  the  outstanding
Principal Amount of this Note, in whole or in part, at any time and from time to
time,  without  penalty or premium.  Maker  agrees that he will prepay this Note
upon sale of shares  underlying  100,000 stock options granted to Maker pursuant
to grant  instrument  dated  September  25, 1996.  Maker agrees he will not sell
shares   underlying   such  options   without  prior   notification  of  Payee's
compensation committee or CFO.

3.  Events of Default.  An "Event of Default"  shall be deemed to occur (i) upon
the  commencement of any proceedings by the Maker, or with the consent of Maker,
under any law or statute concerning bankruptcy,  arrangement of debt, insolvency
or readjustment of debt, or the commencement of any such proceedings without the
consent of the Maker and such  proceedings  shall  continue  undischarged  for a
period of sixty (60) days (ii) the  failure to pay any  amounts  under this Note
when due.

4. Interest Upon Default.  Without  limiting any other rights or remedies of the
Payee in  accordance  with  this  Note or  applicable  law,  in the event of the
occurrence of an Event of Default,  Payee,  at its election,  may accelerate and
demand  immediate  payment of the Principal and accrued  interest due under this
Note and Maker shall be liable for all such amounts.

5.  Governing  Law.  This Note shall be governed by, and construed in accordance
with,  the laws of the State of New  Jersey,  without  regard to  principles  of
conflicts  or choice of laws  thereof.  This Note  shall not be  interpreted  or
construed with any presumption  against the Payee by virtue of the Payee causing
this Note to be drafted.

<PAGE>

6. Amendments.  No amendment,  modification,  or waiver of any provision of this
Note nor consent to any  departure  by the Maker  therefrom  shall be  effective
unless the same shall be in writing and signed by the Payee and the Maker.

7.  Successors And Assigns.  This Note shall not be negotiable,  transferable or
assignable by the Maker without the prior  written  consent of Payee.  This Note
shall be  binding  upon and  shall  inure to the  benefit  of the  Payee and its
successors and assigns, if any, subject to the provisions hereof.

8. Entire Agreement. This Note sets forth the entire agreement and understanding
of the Maker and the Payee and  supersedes  any prior oral or written  agreement
between the Maker and the Payee with respect to the subject matter of this Note.

9. Waiver of the Right to Trial by Jury. The Maker hereby irrevocably waives the
right  to  trial  by jury in any  action,  suit,  claim,  counterclaim  or other
proceeding,  whether in  contract  or tort,  at law or in equity,  in any manner
connected  with  this  Note  or any  transactions  contemplated  hereunder.  The
exclusive jurisdiction of any disputes arising hereunder shall be in the federal
or state courts of the State of New Jersey in Middlesex County.

10. Notices.  Any notice,  request,  demand or other communication  permitted or
required to be given hereunder shall be in writing,  shall be sent by one of the
following  means to the  addressee  at the  address  set forth above (or at such
other  address as shall be  designated  hereunder by notice to the other parties
and persons receiving copies, effective upon actual receipt) and shall be deemed
conclusively  to have been given:  (a) on the first Business Day (as hereinafter
defined)  following  the day timely  deposited  with  Federal  Express (or other
equivalent  national  overnight courier) or United States Express Mail, with the
cost of delivery  prepaid;  (b) on the fifth Business Day following the day duly
sent by certified or registered  United States mail,  postage prepaid and return
receipt  requested;  or (c) when otherwise  actually delivered to the addressee.
Copies  may be  sent by  regular  first-class  mail,  postage  prepaid,  to such
person(s)  as a party may direct from time to time by notice to the others,  but
failure or delay in sending  copies  shall not affect the  validity  of any such
notice, request, demand or other communication so given to a party. For purposes
hereof,  "Business  Day"  shall  mean any day  during  which  banks are open for
business  in New York,  New York,  other than any  Saturday,  Sunday or a day on
which commercial banks in New York State are authorized or required to close.


<PAGE>


                  IN WITNESS WHEREOF, the Maker has executed this Note as of the
date first written above, and the Payee has agreed to the provisions hereof.

MAKER:

/s/ Stephen B. Gray
--------------------------------------
    Stephen B. Gray

ACCEPTED:

ION NETWORKS, INC.

By: /s/Stephen M. Deixler
   -----------------------------------
   Chairman of the Board of Directors