EMPLOYMENT AGREEMENT


        This EMPLOYMENT AGREEMENT ("Agreement"),  dated as of December ___, 1999
by Hidenet  Secure  Architectures  Ltd.  (the  "Company"),  and ROBERT  FRIEDMAN
("Executive").


                                    RECITALS:

               WHEREAS,  the Company  engages in the  business  of network  date
security (the "Business"); and

               WHEREAS,  the Company  desires to employ  Executive in connection
with the operation of the Business.


                                   AGREEMENT:

               NOW  THEREFORE,  in  consideration  of the mutual  covenants  and
conditions provided herein, and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereby
agree as follows:

        1.     Employment, Term, Duties and Authority.

               1.1. The Company hereby employs  Executive as its Chief Executive
Officer ("CEO"),  and Executive hereby accepts  employment by the Company on the
terms,  covenants and conditions herein  contained,  from November 1, 1999 until
October 31, 2003 (such period, the "Term").

               1.2. As CEO,  Executive's  duties shall be the general management
of  the  Business  in  the  United   States,   including   without   limitation:
establishment of the United States office, establishing strategic alliances with
appropriate  partner  companies,   hiring  additional   employees,   identifying
investors,  raising  capital  and public  relations.  The  Executive  shall take
direction in the performance of his duties hereunder from the Company's Board of
Directors (the "Board").

               1.3.  During the term of this  Agreement,  Executive shall devote
his full attention, knowledge and skills, faithfully, diligently and to the best
of his ability, in furtherance of the business of the Company, shall perform the
duties  assigned  to him,  which  duties  shall be  consistent  with the  duties
described  in Section  1.2 hereof,  and shall  observe and carry out such rules,
regulations,  policies,  directions and  restrictions  as the Company shall from
time to time establish.



<PAGE>



               1.4. The Company shall use its best efforts to cause Executive to
be  elected  to the Board and serve as a member  thereof,  and in any case shall
include  Executive  in  its  management  slate  of  directors  presented  to the
stockholders of the Corporation at any meeting at which directors are elected.

        2.     Compensation and Benefits.

               2.1. Until termination of Executive's  employment hereunder,  the
Company shall pay to Executive a base salary (the "Salary") at an annual rate of
$150,000,  payable in accordance with the terms more fully described below, less
any amounts  which the Company may be required to withhold from such payments by
applicable federal, state or local laws or regulations.

               2.2.  Upon  presentation  of  receipts  valid  receipts  or other
appropriate documentation,  the Company shall reimburse Executive for reasonable
expenses  incurred by the  Executive  for the  benefit of the  Company  with its
consent.

               2.3.  Executive  shall not receive any Salary for the period from
November  1,  1999  through  and until  December  31,  1999  (the  "Introductory
Period"); except, that 50% of the Salary for such period be accrued on the books
of the Company in the name of  Executive,  to be paid to Executive in accordance
with Section 2.4 below.

               2.4. From and after January 1, 2000,  the Salary shall be paid as
follows:  (a) 50% in cash to  Executive  (less the  withholdings  identified  in
Section  2.1 above),  and (b) subject to Section 2.6 hereof,  50% accrued on the
books of the Company in the name of  Executive,  to be paid, if at all, upon the
raising  by  the  Company  of at  least  $1,000,000  in  capital  (the  "Capital
Threshold").  Any  amount  payable  under  clause (b) of this  Section  shall be
combined with the amount accrued during the Introductory  Period as described in
Section 2.3 above, and shall be paid to Executive in equal monthly  installments
on the 15th day of each  month,  over the six month  period  beginning  with the
month immediately following the month in which the Capital Threshold is reached.

               2.5. Upon reaching the Capital  Threshold (the date thereof,  the
"Trigger Date"), Company shall thereafter pay to Executive the Salary in full in
accordance  with  its  usual  payment  practices,  less the  withholding  amount
identified in Section 2.1.

               2.6.  If the Trigger  Date shall not occur on or before  March 1,
2000,  the accrual  amount  described  in clause (b) of Section 2.4 shall not be
applicable,  and no amounts  (except for the accrual  owing to the  Introductory
Period) shall accrue for Executive until the Capital Threshold is reached.

               2.7.  Upon  reaching  the Capital  Threshold,  the Company  shall
obtain and provide to Executive at no cost to Executive:

                      2.7.1. major medical insurance coverage



<PAGE>



                      2.7.2.  a  life  insurance   policy  for  the  benefit  of
Executive's estate, in the face amount of $150,000.

        3.     Equity Participation.

               3.1.  The  Company  shall  issue and pay to  Executive  an equity
interest in the Company,  not to exceed 15%,  based on the capital  structure of
the Company as of the date hereof (i.e., prior to the contribution of capital by
investors),  as set forth  below.  It is a condition  of issuance and payment of
such equity  interests  that  Employee be employed by the Company at the time of
such issuance:

                      3.1.1.  3.75% upon the earlier of (a) the Trigger Date and
(b) May 1, 2000;

                      3.1.2.  from and after the Trigger Date,  and for a period
of 12 months thereafter,  on the last business day of each such month, an amount
equal to 0.3125%;

               3.2.  Certificates  representing the equity  interests  described
above  shall be issued by the  Company in the name of  Employee  and held by the
Company in escrow, to be released,  if at all, on the earlier of (i) October 31,
2003 and (ii) an event as  described  in Section  3.4 below.  If at any time the
Company's  obligation to issue such interests shall terminate in accordance with
Section  3.3  below,  such  certificates  shall  be  released  from  escrow  and
cancelled.

               3.3. If this Agreement shall terminate prior to October 31, 2003,
Executive  shall be entitled to receive  only the equity  interests  which shall
have vested on or prior to the date of such termination and shall thereafter not
be entitled to receive any additional interests; provided, however, that if this
Agreements  terminates  because  Executive  (i)  has  breached  his  obligations
contained  in  Sections  5, 8 and 9 hereof,  or (ii)  Executive  has  engaged in
outside  business  activities to the extent that his  performance  hereunder has
been impaired,  in the reasonable discretion of the Company, the Executive shall
not be entitled to receive any equity interest described in this Section 3.

               3.4. All equity interests issuable hereunder shall  automatically
vest and be payable to  Executive  upon (a) a sale of the  Company or its assets
valued  at  $25,000,000  or more,  (b) an  initial  public  offering  of  equity
securities of the Company valued by the  underwriters  thereof at $50,000,000 or
more.

        4.  Termination.   Executive's   employment  hereunder  shall  terminate
immediately  upon the  earlier to occur of (i)  Executive's  death or  permanent
disability,  (ii) written notice by the Company at any time after the initial 12
month  term of this  Agreement  of the  Company's  election  to  terminate  this
Agreement  for any reason in its sole  discretion,  effective  15 days after the
date of the  notice or (iii)  written  notice  by the  Company  of a default  by
Executive in any of his  obligations  hereunder,  effective  five days after the
date of the notice, and (iv) the dissolution, sale or merger of the Company.



<PAGE>



               4.1.  In the  event  of  termination  of  Executive's  employment
hereunder pursuant to this Section 4:

                      4.1.1.  Executive shall be entitled to receive (subject to
any rights of setoff or counterclaim by the Company) all compensation  specified
in  this  Agreement  which  shall  have  accrued  prior  to  the  date  of  such
termination;  provided,  that  Executive  shall be entitled to such  payments in
accordance with Section 2 hereof.  Thereafter, the obligation of the Company for
the  payment of any  compensation,  and the right of  Executive  to receive  any
further compensation, shall terminate as at the date of such termination.

               4.2. If this  Agreement  terminates  upon the death of  Executive
then, in such event,  the Company  shall pay to the heirs,  legatees or personal
representatives of Executive all compensation  hereunder accrued but not paid to
the date of death of Executive.

        5.     Company to Own Rights to Proprietary Products and Inventions.

               5.1. The Executive  acknowledges  and agrees that the Proprietary
Products (as defined below) are and shall be the exclusive and valuable property
of the Company and Executive  shall neither have,  nor claim to have, any right,
title  or  interest  therein  or  thereto.  All  opportunities  relating  to the
Proprietary  Products whether or not involving third parties shall belong to and
be carried  out for the account of the  Company.  "Proprietary  Products"  means
collectively the computer software programs and improvements thereto used by the
Company in the Business, Related Property and Documents (as defined in Section 7
below).  "Related  Property"  includes  all  tangible  and  intangible  property
relating  to  the  Business  (including  without  limitation,  ideas,  concepts,
projects,  programs, computer software or hardware, data bases,  specifications,
documentation, algorithms, source codes, object codes, program listings, product
platforms and architectures,  concepts, screens, formats, technology,  know-how,
inventions, research and development and patents, copyrights,  trademarks, trade
names,  service names,  service marks,  logos and designs and other  proprietary
rights and registrations and applications and the rights to apply therefor).

               5.2. Any and all  Inventions  (as defined  below) shall be deemed
work  specifically  ordered or  commissioned  by the  Company and each such work
shall be  considered  a "work  made for hire"  within  the  meaning of 17 U.S.C.
ss.101 of the  United  States  Copyright  Act and all  rights to such work shall
belong  entirely  to the  Company.  Executive  shall  from time to time upon the
request  of  the  Company  promptly  execute  and  deliver  to the  Company  any
instruments  necessary to effect the  irrevocable  assignment  of all his right,
title and interest,  including copyright and author rights, in such works to the
Company  and  for  the  Company  to  obtain  proprietary  rights  in  connection
therewith.  "Inventions"  shall  mean  discoveries,  concepts,  ideas,  designs,
methods,  formulas,  know-how,  techniques, or any improvements thereon, whether
patentable or not,  made,  conceived or  developed,  in whole or in part, by the
Executive  with  respect  to any  Proprietary  Products  or any work in which an
Executive may be engaged or to which he is exposed  while an Executive  relating
to the Proprietary Products.



<PAGE>



        6. Confidentiality.  Executive  acknowledges and agrees that the success
of the Company  depends on the  innovative  Proprietary  Products and that it is
imperative that all Confidential Information (as defined below) is maintained in
strict  confidence.  Confidential  Information  is the  exclusive  and  valuable
property of the Company.  Executive shall therefore retain in strict  confidence
and not copy or  disclose  or  transfer  to any  third  party  any  Confidential
Information.  "Confidential  Information"  means  information  disclosed  by the
Company to the Executive, or developed or obtained by an Executive either before
the date or during the term of this  Agreement  relating  to or  concerning  the
Proprietary  Products,  the  Business  and  the  research,   development,  sale,
distribution,  marketing  maintenance,  support and licensing of the Proprietary
Products and the  development and  exploitation  of proprietary  rights relating
thereto,  whether or not any of the foregoing are  patentable or  copyrightable,
including without limitation: all know-how,  technical information,  inventions,
ideas,  concepts,  processes,  procedures,   operations,   investment  strategy,
computer programs and software, research and development plans and results, data
bases, specifications,  documentation,  algorithms,  source codes, object codes,
program  listings,  product  platforms  and  architecture,   concepts,  screens,
formats,  "look and feel" of proprietary  software,  trade secrets,  technology,
product information,  product  availability,  pricing information,  customer and
supplier  lists,  financial  information,  business  and  marketing  plans,  the
practices  and methods of the Company,  and  marketing  and other  relationships
between  the  Company,  its  customers,   Executives,  agents,  consultants  and
independent  contractors;  provided,  that  Confidential  Information  shall not
include  information  which (i) at the time of disclosure is generally  known in
the  business and  industry in which the Company is or may  subsequently  become
engaged,  or (ii) after disclosure is published or otherwise  becomes  generally
known in such business or industry through no fault of the Executive.

        7.  Documents.  Executive  agrees that any and all Documents (as defined
below) made or kept by him of work  performed in the  performance of Executive's
duties  hereunder,  shall  be and are the  sole and  exclusive  property  of the
Company.  Executive  agrees to execute  and  deliver to the  Company any and all
agreements or  instruments  of any nature which the Company  deems  necessary or
appropriate to acquire,  enhance, protect, perfect, assign, sell or transfer its
rights under this Section. Executive also agrees that upon request he will place
all Documents in the Company's possession and will not take with him without the
written  consent of a duly  authorized  officer of the Company any  Documents or
reproductions thereof relating or pertaining to or connected with his employment
or the business of the Company.  "Documents" means any and all computer programs
and  software  created,  developed  or  enhanced by him,  whether  embodied in a
computer  disc,  print-out  or other  format,  and  books,  textbooks,  letters,
pamphlets,  drafts,  memoranda,  notes,  records,  drawings,  files,  documents,
manuals,  compilations of information,  correspondence  or other writings of any
kind and all copies,  abstracts  and  summaries of any of the  foregoing and all
physical items related to the Business and Related  Property.  Executive further
agrees to execute and deliver to the Company such instruments as the Company may
request  from time to time,  necessary  or  appropriate  to confirm or otherwise
effectuate  the  Company's  rights  under  this  Section  6  including  separate
instruments of transfer.



<PAGE>






        8.     Inventions.

               8.1.  Executive  shall upon request by the Company,  from time to
time,  communicate and fully disclose to the Company any and all Inventions made
or conceived  by him during his  employment  with the  Company,  and any and all
Inventions  which  he may  conceive  or make,  during  his  employment  with the
Company,  shall be at all times and for all  purposes  regarded as acquired  and
held by him in a  fiduciary  capacity  and solely for the benefit of the Company
and shall be the sole and exclusive property of the Company.

               8.2.  Executive shall assist the Company in every proper way upon
request  to  obtain  for  their  benefit  patents,   copyrights,   trade  names,
trademarks,  service names,  service marks for any and all Proprietary  Products
and Inventions in the United States and all foreign countries. All such patents,
copyrights,  trade  names,  trademarks,  service  names,  service  marks and any
registrations  and  applications  therefor are to be, and remain,  the exclusive
property of the Company and Executive agrees that he will, whenever so requested
by the Company or its duly authorized  agent,  make,  execute and deliver to the
Company their successors,  assigns, or nominees,  without charge to the Company,
any and all  applications,  assignments  and all  other  instruments  which  the
Company  shall deem  necessary or  appropriate  in order to apply for and obtain
such patents,  copyrights,  trade names, trademarks,  service names, and service
marks or in order to assign and convey to the Company, their successors, assigns
or  nominees,  the sole and  exclusive  right,  title and  interest  therein and
thereto.  Executive's obligations to execute any such instruments shall continue
after the termination of this Agreement,  and such obligations  shall be binding
upon  his   heirs,   executors,   assigns,   administrators   or   other   legal
representatives.

        9. Covenant Not to Compete.  Executive  acknowledges and agrees that the
Proprietary  Products are the exclusive and valuable property of the Company and
may  not be used by the  Executive  for any  purpose  of any  kind  directly  or
indirectly  except during the term of this  Agreement for the sole and exclusive
benefit of the Company in his or her capacity as an Executive of the Company and
that the  success  of the  Company  depends  on  Executive's  observance  of his
covenants in this Section 9.

               9.1.  Executive  agrees  that so long  as he is an  Executive  or
consultant  of the  Company or any of its  affiliates,  and in  addition,  for a
period of three years thereafter, neither he nor his spouse nor any other person
or entity under the control of Executive, directly or indirectly, shall:



<PAGE>



                      9.1.1.  Engage in or perform  other than for the  Company,
any services relating to the creation, development, use, application, marketing,
sale, distribution,  maintenance, enhancement, support, licensing or programming
of any software,  data base,  technology  or computer  system used in connection
with or relating to the Business. However, the provisions hereof shall not limit
(i) the  right of  Executive  to  invest  in a  company  presently  existing  or
hereinafter  created  by  others  that  do not  employ  proprietary  application
software systems and related software/hardware packages or (ii) the right of any
of Executive's  children,  who are not minors,  on their own to perform any such
services provided that any such activities of Executive's children are not based
directly or indirectly on knowledge or  information  obtained from  Executive or
otherwise arising out of or with respect to the Proprietary Products.

                      9.1.2.  Solicit,  hire  or  retain  any  Executive  of the
Company or its  affiliates or persuade or entice any Executive of the Company or
its affiliates to leave the employ of the Company or its affiliates.

               9.2.  Following  termination  of  Executive's  employment  by the
Company for any reason,  Executive shall continue to observe and be bound by his
covenants under Section 9.1 for the period provided therein.

                      9.2.1.  The  provisions  of this Section 9 shall not limit
any of the other provisions of this Agreement.

                      9.2.2.  For purposes of this Section 9, the term "Company"
shall  include any  licensees  from the  Company of the  Business or any portion
thereof.

        10. Specific Enforcement. Executive is obligated under this Agreement to
render  service  and comply with  covenants  of a special,  unique,  unusual and
extraordinary  character,  thereby giving this Agreement  peculiar value so that
the loss of such service or violation by Executive of this  Agreement  could not
reasonably  or  adequately  be  compensated  in  damages  in an  action  at law.
Therefore,  in addition  to any other  remedies  or  sanctions  provided by law,
whether  criminal or civil, and without limiting the right of the Company or any
of their  successors or assigns to pursue all other legal and  equitable  rights
available  to  them,  the  Company  shall  have  the  right  during  Executive's
employment hereunder (or thereafter with respect to obligations continuing after
the  termination of this  Agreement) to compel  specific  performance  hereof by
Executive  or to  obtain  temporary  and  permanent  injunctive  relief  against
violations  hereof by Executive,  and, in furtherance  thereof,  to apply to any
court of the State of New York or any other  jurisdiction  or any federal  court
located in such State or jurisdiction to enforce the provisions  hereof.  If the
Company  prevails  in any  proceedings,  legal  or  equitable,  to  enforce  any
obligations under this Agreement, it shall also be entitled to recover all costs
and  expenses  incurred  by  the  Company  in  connection  therewith,  including
reasonable attorneys' fees. Executive waives any requirement for security or the
posting of any bond or other surety and proof of damages in connection  with any
temporary or permanent award of injunctive,  mandatory or other equitable relief
and further  agrees to waive the defense in any action for specific  performance
that a remedy at law would be adequate.



<PAGE>



        11.  Situs of Suits.  Each party hereto for himself or itself and his or
its successors and assigns hereby consents to personal  jurisdiction over him or
it in the courts of the State of New York and of any  federal  court  located in
such state in connection with any action or proceeding arising out of or related
to this Agreement.  Each party hereto agrees that service of process upon him or
it may be made in any manner permitted by the laws of the State of New York, and
in  addition,  specifically  agrees  that  service  of  process  will be  deemed
sufficient  for  personal  jurisdiction  over  him or it if  service  is made by
registered or certified mail at the address of such party set forth above.  Each
party  agrees that no action or  proceeding  of any kind may be brought,  and no
claim asserted (whether by counterclaim, cross-claim or otherwise), with respect
to any matter  arising  from,  related to or in connection  with this  Agreement
except in the state and/or federal courts of New York.

        12.    Representations and Warranties of Executive.

               12.1.  Executive  hereby  represents  and warrants to the Company
that the execution and delivery of this Agreement by him, and the performance of
his or her  obligations  hereunder  are not in violation of, and do not and will
not conflict with or constitute a default under, any of the terms and provisions
of any  agreement  or  instrument  to which he is bound or any law,  regulation,
order, decree or judgment to which he or she is subject; and that this Agreement
has  been  duly  executed  and  delivered  by him  and is a  valid  and  binding
obligation in accordance with its terms.

               12.2.  The Company  hereby  represents to the Executive  that the
execution  and  delivery  of this  Agreement  by it and the  performance  of its
obligations  hereunder  are  not in  violation  of and do not  conflict  with or
constitute a default  under any of the terms and  provisions of any agreement or
instrument  to  which it is bound or any law or  regulation,  order,  decree  or
judgment to which it is subject and that this  Agreement  has been duly executed
and delivered by it and it is a valid and binding  obligation in accordance with
its terms.


        13.  Assignment.  The  rights  and  duties  of  hereunder  shall  not be
assignable. The Company may assign this Agreement and all rights and obligations
hereunder to any subsidiary or affiliate.

        14. Binding  Effect.  This  Agreement  shall be binding upon the parties
hereto  and  their   respective   successors-in-interest,   heirs  and  personal
representatives and, to the extent permitted herein, the assigns of the Company.
Each of the parties  hereto have been  represented by counsel of their choice in
connection with the execution and delivery of this Agreement.

        15. Severability.  If any provision of this Agreement or any part hereof
or the  application  hereof  to any  person  or  circumstance  shall be  finally
determined by a court of competent  jurisdiction or by any arbitration  panel to
be invalid or unenforceable to any extent,  the remainder of this Agreement,  or
the remainder of such provision or the  application of such provision to persons
or  circumstances  other  than  those as to which it has been  held  invalid  or
unenforceable,  shall  not be  affected  thereby  and  each  provision  of  this
Agreement shall remain in full force and effect to the fullest extent  permitted
by law.  The parties  also agree that if any portion of this  Agreement,  or any
part  hereof or  application  hereof,  to any  person or  circumstance  shall be
finally determined by a court of competent  jurisdiction or arbitration panel to
be invalid or unenforceable  to any extent,  then such  objectionable  provision
shall  be  deemed  modified  to the  extent  necessary  so as to make it  valid,
reasonable and enforceable.

        16. Notices. All notices, or other communications  required or permitted
to be given hereunder,  shall be in writing and shall be delivered personally or
mailed,  certified  mail,  return receipt  requested,  postage  prepaid,  to the
Company,  at the address set forth on the first page of this  Agreement,  and to
the  Executive,  to the address  provided to the Company by the  Executive.  Any
notice  mailed in accordance  with the terms hereof shall be deemed  received on
the third day following the date of mailing. Either party may change the address
to which notices to such party may be given hereunder by serving a proper notice
of such change of address to the other party.

        17. Entire  Agreement.  This Agreement  constitutes the entire agreement
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes all prior written or oral negotiations, representations,  agreements,
commitments,   contracts  or   understandings   with  respect   thereto  and  no
modification,  alteration or amendment to this  Agreement may be made unless the
same shall be in writing and signed by both of the parties hereto.

        18. Waivers.  No failure by either party to exercise any of such party's
rights  hereunder  or to insist  upon  strict  compliance  with  respect  to any
obligation hereunder,  and no custom or practice of the parties at variance with
the terms  hereof,  shall  constitute  a waiver by either  party to demand exact
compliance  with the terms  hereof.  Waiver by  either  party of any  particular
default by the other  party shall not affect or impair  such  party's  rights in
respect to any subsequent  default of the same or a different nature,  nor shall
any delay or omission of either  party to exercise  any rights  arising from any
default  by the other  party  affect or impair  such  party's  rights as to such
default or any subsequent default.

        19.  Governing  Law. For purposes of  construction,  interpretation  and
enforcement,  this Agreement shall be deemed to have been entered into under the
laws  of  the  State  of  New  York  and  its  validity,  effect,   performance,
interpretation, construction and enforcement shall be governed by and subject to
the laws of the State of New York without reference to its choice of law rules.

        20.  Interpretation.  Section titles and headings to sections herein are
inserted for  convenience of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.

        21. Expenses. Each party hereto will pay all of its or his own costs and
expenses incident to the negotiation and preparation of this Agreement.

        22. Execution in Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be considered an original instrument, but
all of which shall be considered  one and the same  agreement,  and shall become
binding  when one or more  counterparts  have been signed by each of the parties
and delivered to the other party.

               IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
Agreement as of the date first written above.


                                              Hidenet Secure Architectures, Ltd.


                                                 By:  /s/ Ron Fussman
                                                      -------------------------
                                                      Name:  Ron Fussman
                                                             Manager

                                                   EXECUTIVE:

                                                      /s/ Robert Friedman
                                                      -------------------------
                                                      Robert Friedman