To:              Stephen B. Gray                                   June 16, 2000
From:            Stephen Deixler

Re:              FY2000 Compensation Package

The following will be the terms for your  compensation for FY2000.  This package
represents recognition for the job you have done at Microframe/ION Networks over
the last years as well as in  recognition  of your  duties and  responsibilities
going forward as ION Networks, Inc. CEO and President.  This document amends and
restates  the original  letter  dated April 1, 1999,  to be effective as of such
date.

POSITION:         CEO and President
--------

SALARY:           Your salary will be $275,000/yr. effective 4/1/99
------

TERM:             This agreement is effective from 4/1/99 thru 3/31/2000
----

OTHER:            In  addition  to  your   salary,   and  a   non-accountantable
-----             expenses/signing  bonus of $30K,  you will be  entitled to and
                  receive the following:

                  1)       Fully paid  medical/dental,  including and/all out of
                           pocket Expenses and/or costs.

                  2)       $1,750/mo. net car allowance, including all operating
                           Expenses, (i.e. insurance, gas, repairs, etc.)

                  3)       28  days  of  vacation  with  contractual  provisions
                           equivalent to other Company  officers.  Specifically,
                           Section 3(d) which  entitles the officer to either a)
                           28 days to be used/taken  at officers'  discretion as
                           business  conditions  allow and/or b) compensation in
                           respect of earned,  but unused  vacation days per the
                           executive  vacation policy  currently in place by the
                           company.

                  4)       Grant of 100,000  Stock  Options at the 4/1/99  share
                           price,  vesting 2 years from 4/1/99.

                  5)       Acceleration  of all  options  you  own  (vested  and
                           non-vested), if/when ION Networks is sold or if there
                           is a change of control/ownership in ION Networks.
<PAGE>

                  6)       Any of your 577,000  non-qualified stock options that
                           are not vested (not  including  the  options  granted
                           pursuant to  paragraph 4 hereof)  will become  vested
                           immediately upon signing of this agreement.

                  7)       Any options you elect to  exercise/sell up to a total
                           of 400,000  over the next two years with a maximum of
                           200,000 in any one year,  will be  backfilled  in the
                           exact  same   quantities/type  as  were  sold.  These
                           options will be replaced at a strike price based upon
                           the  then  current  market  price  of  shares  of ION
                           Networks, Inc.

Please let me know if you have any questions.

Good luck,                                Agreed:



----------------------------------        --------------------------------------
Stephen M. Deixler                                           Stephen B. Gray
Chairman                                                     President and CEO
Dated:  June 16, 2000


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