Exhibit 10.24


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


This Amended and Restated Employment Agreement, dated September 08, 2003, is
between ION Networks, Inc., a Delaware corporation (the "Company"), and Norman
E. Corn, an individual residing at 29 Lalique Drive, Montville, NJ 07045
("Executive").


WHEREAS, the Company and Executive have entered into an Employment Agreement
(the "Employment Agreement"), dated August 16, 2003, (the "Effective Date"); and


WHEREAS, the Company and Executive desire to amend and restate the Employment
Agreement as set forth herein.


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

1.       Position and Responsibilities.

         1.1      Position. Executive is employed by the Company to render
                  services to the Company in the position of Chief Executive
                  Officer. Executive shall perform such duties and
                  responsibilities as are normally related to such position in
                  accordance with the standards of the industry and any
                  additional duties consistent with his position now or
                  hereafter assigned to Executive by the Chairman of the Board
                  of Directors. Executive shall abide by the rules, regulations,
                  and practices as adopted or modified from time to time in the
                  Company's sole discretion.

         1.2      Other Activities. Executive shall devote his full business
                  time, attention and skill to perform any assigned duties,
                  services and responsibilities while employed by the Company,
                  for the furtherance of the Company's business, in a diligent,
                  loyal and conscientious manner. Except upon the prior written
                  consent of the Chairman of the Board of Directors, Executive
                  will not, during the term of this Agreement, (i) accept any
                  other employment, or (ii) engage, directly or indirectly, in
                  any other business activity (whether or not pursued for
                  pecuniary advantage) that might interfere with Executive's
                  duties and responsibilities hereunder or create a conflict of
                  interest with the Company.

         1.3      No Conflict. Executive represents and warrants that
                  Executive's execution of this Agreement, Executive's
                  employment with the Company, and the performance of
                  Executive's proposed duties under this Agreement shall not
                  violate any obligations Executive may have to any other


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                  employer, person or entity, including any obligations with
                  respect to proprietary or confidential information of any
                  other person or entity.

2.       Compensation and Benefits.

         2.1      Base Salary. In consideration of the services to be rendered
                  under this Agreement, the Company shall pay Executive a salary
                  equivalent to $10,000 per month for the first three months
                  after the Effective Date, $20,000 per month for the fourth
                  through sixth month following the Effective Date (unless the
                  Company employs a Chief Operating Officer during the first six
                  months after the Effective Date, in which case Executive's
                  salary for the fourth to sixth months will be reduced to
                  $16,000), and $15,000 per month for the seventh through
                  twelfth months after the Effective Date (the "Base Salary").
                  The Base Salary shall be paid in accordance with the Company's
                  regularly established payroll practice. Executive's Base
                  Salary shall be reduced by withholdings required by law.
                  Executive's Base Salary will be reviewed from time to time in
                  accordance with the established procedures of the Company for
                  adjusting salaries for similarly situated employees and may be
                  adjusted in the sole discretion of the Company.

         2.2      Stock Options. The Company shall recommend to the Compensation
                  Committee and to the Board of Directors (the "Board") that
                  Executive be provided with non-qualified stock options to
                  purchase 1,000,000 shares of the Common Stock of the Company
                  on the Effective Date, an additional 250,000 shares of the
                  Common Stock of the Company ninety days after the Effective
                  Date, and an additional 250,000 shares of the Common Stock of
                  the Company 180 days after the Effective Date, as long as
                  Executive remains employed by the Company on each such date.
                  This recommendation will be considered for approval at the
                  Company's next Board meeting. The price per share of any
                  approved options will be determined at that meeting.
                  Executive's entitlement to any stock options that may be
                  approved is conditioned upon Executive's signing of a separate
                  Stock Option Agreement. Stock options to purchase 750,000
                  shares of the Common Stock of the Company shall automatically
                  vest upon a Change in Control (as defined below) which occurs
                  within (6) months after the Effective Date as long as
                  Executive remains employed by the Company on the date of the
                  occurrence of a Change in Control and the remainder of the
                  options granted hereunder shall vest automatically upon a
                  Change in Control which occurs six (6) months after the
                  Effective Date as long as Executive remains employed by the
                  Company on such date; provided, however, if the surviving
                  company of such Change in Control offers Executive continued
                  employment at a level comparable to that existing immediately
                  prior to the Change in Control, such non-qualified options
                  shall not vest automatically but shall vest in accordance to
                  the vesting schedule set forth in the Stock Option Agreement.

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                  A Change in Control is defined as (i) a sale of all or
                  substantially all of the assets or all of the outstanding
                  equity of the Company or (ii) the merger or consolidation of
                  the Company with or into another entity or any other corporate
                  reorganization if persons who were not shareholders of the
                  Company immediately prior to such merger, consolidation or
                  reorganization own immediately after such merger,
                  consolidation or other reorganization fifty percent (50%) or
                  more of the voting powers of the outstanding securities of
                  each of (A) the continuing or surviving entity and (B) any
                  direct or indirect parent corporation of such continuing or
                  surviving entity.

         2.3      Benefits. Executive shall be eligible to participate in the
                  benefits made generally available by the Company to
                  similarly-situated employees, in accordance with the benefit
                  plans established by the Company, and as may be amended from
                  time to time in the Company's sole discretion.

         2.4      Expenses. The Company shall reimburse Executive for reasonable
                  travel and other business expenses incurred by Executive in
                  the performance of Executive's duties hereunder in accordance
                  with the Company's expense reimbursement guidelines, as they
                  may be amended in the Company's sole discretion.

         2.5      Incentive Compensation. Executive will be eligible for
                  incentive compensation when the Board and the stockholders of
                  the Company (if required by the securities laws and related
                  rules and regulations) approve a new incentive compensation
                  plan.

         2.6      D&O Insurance. The Company shall provide Executive with the
                  same level of insurance coverage under the Company's D&O
                  insurance policies as provided to similarly situated employees
                  and shall reimburse Executive up to an aggregate amount of
                  $100,000 (which is equal to the deductible amount under such
                  policies) for any amounts incurred by Executive in connection
                  with any claims, demands, suits, judgments, losses or expenses
                  covered by the Company's D&O insurance policies as determined
                  by the insurers.

         2.7      Indemnification. To the extent not covered by the D&O
                  insurance policies set forth in Section 2.6, the Company
                  agrees to indemnify and hold Executive harmless from and
                  against any claims, demands, suits, judgments, losses or
                  expenses (including reasonable attorney's fees) incurred by
                  Executive in connection with Executive's performance of his
                  duties under this Agreement; provided, however, the Company
                  shall have no obligation to indemnify Executive under this

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                  Section 2.7 if such claims, demands, suits, judgments, losses
                  or expenses (including reasonable attorney's fees) directly or
                  indirectly arose from or out of or were the result of (i) a
                  breach of Executive's obligations set forth in this Agreement,
                  (ii) Executive's failure to follow the reasonable directions
                  of the Board or (iii) Executive's gross negligence,
                  misconduct, error or omission in the performance of his duties
                  hereunder.

         2.8      Approval. The terms and conditions of this Agreement shall be
                  subject to the approval of the Compensation Committee and the
                  Board.

3.       At-Will Employment.

The employment of Executive shall be "at-will" at all times. The Company or
Executive may terminate Executive's employment with the Company at any time,
without any advance notice, for any reason or no reason at all. The at-will
relationship may not be modified by anything contrary contained in or arising
from any statements, policies or practices of the Company relating to the
employment, discipline or termination of its employees. Upon and after such
termination, all obligations of the Company (except for any vested rights
Executive may have under any Company benefit plan(s) provided under Section 2.3
or his right to continue benefits under COBRA) under this Agreement shall cease.

4.       Termination Obligations.

         4.1      Return of Property. Executive agrees that all property
                  (including without limitation all equipment, tangible
                  proprietary information, documents, records, notes, contracts
                  and computer-generated materials) furnished to or created or
                  prepared by Executive incident to Executive's employment
                  belongs to the Company and shall be promptly returned to the
                  Company upon termination of Executive's employment.

         4.2      Resignation and Compensation. Following any termination of
                  employment, Executive shall cooperate with the Company in the
                  winding up of pending work on behalf of the Company and the
                  orderly transfer of work to other employees. Executive shall
                  also cooperate with the Company in the defense of any action
                  brought by any third party against the Company that relates to
                  Executive's employment by the Company. Executive shall be
                  compensated on a per diem basis (based on his Base Salary) and
                  shall be reimbursed for all reasonable unpaid out-of-pocket
                  expenses for which Executive provides the Company proper
                  documentation on a timely basis.


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5.       Inventions and Proprietary Information; Prohibition on Third Party
         Information.

         5.1      Proprietary Information. Executive hereby covenants, agrees
                  and acknowledges as follows:

                  (a)      The Company is engaged in a continuous program of
                           research, design, development, production, marketing
                           and servicing with respect to its business.

                  (b)      Executive's employment hereunder creates a
                           relationship of confidence and trust between
                           Executive and the Company with respect to certain
                           information pertaining to the business of the Company
                           or pertaining to the business of any customer of the
                           Company which may be made known to the Executive by
                           the Company or by any customer of the Company or
                           learned by the Executive during the period of
                           Executive's employment by the Company.

                  (c)      The Company possesses and will continue to possess
                           information that has been created, discovered or
                           developed by, or otherwise becomes known to it
                           (including, without limitation, information created,
                           discovered or developed by, or made known to,
                           Executive during the period of Executive's employment
                           or arising out of Executive's employment) or in which
                           property rights have been or may be assigned or
                           otherwise conveyed to the Company, which information
                           has commercial value in the business in which the
                           Company is engaged and is treated by the Company as
                           confidential.

                  (d)      Any and all inventions, products, discoveries,
                           improvements, processes, manufacturing, marketing and
                           services methods or techniques, formulae, designs,
                           styles, specifications, data bases, computer programs
                           (whether in source code or object code), know-how,
                           strategies and data, whether or not patentable or
                           registrable under copyright or similar statutes,
                           made, developed or created by Executive (whether at
                           the request or suggestion of the Company or
                           otherwise, whether alone or in conjunction with
                           others, and whether during regular hours of work or
                           otherwise) during the period of Executive's
                           employment by the Company which pertains to the
                           Company's actual or contemplated business, products,
                           intellectual property or processes of the Company
                           (collectively hereinafter referred to as
                           "Developments"), shall be the sole property of the
                           Company and will be promptly and fully disclosed by
                           Executive to the Board without any additional


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                           compensation therefor, including, without limitation,
                           all papers, drawings, models, data, documents and
                           other material pertaining to or in any way relating
                           to any Developments made, developed or created by
                           Executive as aforesaid. The Company shall own all
                           right, title and interest in and to the Developments
                           and such Developments shall be considered "works made
                           for hire" for the Company under US Copyright Law. If
                           any of the Developments are held for any reason not
                           to be "works made for hire" for the Company or if
                           ownership of all right, title and interest in and to
                           the Developments has not vested exclusively and
                           immediately in the Company upon creation, Executive
                           irrevocably assigns, without further consideration,
                           any and all right, title and interest in and to the
                           Developments to the Company, including any and all
                           moral rights, and "shop rights" in the Developments
                           recognized by applicable law. Executive irrevocably
                           agrees to execute any document requested by the
                           Company to give effect to this Section 5.1 such as
                           assignment of invention or other general assignments
                           of intellectual property rights, without additional
                           compensation therefor.

                  (e)      Executive will keep confidential and will hold for
                           the Company's sole benefit any Development which is
                           to be the exclusive property of the Company under
                           this Section 5.1 irrespective of whether any patent,
                           copyright, trademark or other right or protection is
                           issued in connection therewith.

                  (f)      Executive also agrees that Executive will not,
                           without the prior approval of the Board use for
                           Executive's benefit or disclose at any time during
                           Executive's employment by the Company, or thereafter,
                           except to the extent required by the performance by
                           Executive of Executive's duties, any information
                           obtained or developed by Executive while in the
                           employ of the Company with respect to any
                           Developments or with respect to any customers,
                           clients, suppliers, products, services, prices,
                           executives, financial affairs, or methods of design,
                           distribution, marketing, service, procurement or
                           manufacture of the Company or any confidential
                           matter, except information which at the time is
                           generally known to the public other than as a result
                           of disclosure by Executive not permitted hereunder.
                           Notwithstanding the foregoing, the following will not
                           constitute confidential information for purposes of
                           this Agreement: (i) information which is or becomes
                           publicly available other than as a result of
                           disclosure by the Executive; (ii) information

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                           designated in writing by the Company as no longer
                           confidential, or (iii) information known by Executive
                           as of the Effective Date and identified as such in
                           writing to the Board. Executive will comply with all
                           intellectual property disclosure policies established
                           by the Company from time to time with respect to the
                           Company's confidential information, including without
                           respect to Developments.

         5.2      Non-Disclosure of Third Party Information. Executive
                  represents and warrants and covenants that Executive shall not
                  disclose to the Company, or use, or induce the Company to use,
                  any proprietary information or trade secrets of others at any
                  time, including but not limited to any proprietary information
                  or trade secrets of any former employer, if any; and Executive
                  acknowledges and agrees that any violation of this provision
                  shall be grounds for Executive's immediate termination and
                  could subject Executive to substantial civil liabilities and
                  criminal penalties. Executive further specifically and
                  expressly acknowledges that no officer or other employee or
                  representative of the Company has requested or instructed
                  Executive to disclose or use any such third party proprietary
                  information or trade secrets.

         5.3      Injunctive Relief. Executive acknowledges and agrees that a
                  remedy at law for any breach or threatened breach of the
                  provisions of this Section 5 would be inadequate and,
                  therefore, agrees that the Company shall be entitled to
                  injunctive relief in addition to any other available rights
                  and remedies in case of any such breach or threatened breach.

6.       LIMITED AGREEMENT NOT TO COMPETE OR SOLICIT.

         6.1      Non-Competition. During the term of this Agreement, and for
                  six (6) months after the termination of Executive's employment
                  with the Company (unless during such six (6) month period, the
                  Company is dissolved, in which such case such non-compete
                  period shall terminate prior to the end of the six (6) month
                  period), Executive shall not, directly or indirectly, work as
                  an employee, consultant, agent, principal, partner, manager,
                  officer, or director for any person or entity who or which
                  engages in a substantially similar business as the Company.
                  For purposes of this Agreement the Company is currently
                  engaged in the business of designing, developing,
                  manufacturing or selling network infrastructure security
                  solutions.

         6.2      Non-Solicitation. Executive shall not, during his or her
                  employment and for a period of six (6) months immediately
                  after termination of his or her employment, for any reason,
                  either directly or indirectly: (a) call on, solicit, or take
                  away any of the Company's customers or potential customers


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                  about whom Executive became aware or with whom Executive had
                  contact as a result of Executive's employment with the
                  Company, either for benefit of Executive or for any other
                  person or entity; or (b) solicit, induce, recruit or encourage
                  any of the Company's employees or contractors to leave the
                  employ of the Company or cease providing services to the
                  Company on behalf of the Executive or on behalf of any other
                  person or entity.

         6.3      Limitations; Remedies. The Executive further agrees that the
                  limitations set forth in this Section 6 (including, without
                  limitation, any time or territorial limitations) are
                  reasonable and properly required for the adequate protection
                  of the businesses of the Company. If any of the restrictions
                  contained in Sections 6.1 and 6.2 are deemed by a court or
                  arbitrator to be unenforceable by reason of the extent,
                  duration or geographic scope thereof, or otherwise, then the
                  parties agree that such court or arbitrator may modify such
                  restriction to the extent necessary to render it enforceable
                  and enforce such restriction in its modified form. The
                  Executive acknowledges and agrees that a remedy at law for any
                  breach or threatened breach of the provisions of this Section
                  6 would be inadequate and, therefore, agrees that the Company
                  shall be entitled to injunctive relief in addition to any
                  other available rights and remedies in cases of any such
                  breach or threatened breach.

7.       Alternative Dispute Resolution.

         The Company and Executive mutually agree that any controversy or claim
arising out of or relating to this Agreement or the breach thereof, or any other
dispute between the parties arising from or related to Executive's employment
with the Company, shall be submitted to mediation before a mutually agreeable
mediator. In the event mediation is unsuccessful in resolving the claim or
controversy, such claim or controversy shall be resolved by arbitration. The
claims covered by this Agreement ("Arbitrable Claims") include, but are not
limited to, claims for wages or other compensation due; claims for breach of any
contract (including this Agreement) or covenant (express or implied); tort
claims; claims for discrimination (including, but not limited to, race, sex,
religion, national origin, age, marital status, medical condition, or
disability); claims for benefits (except where an employee benefit or pension
plan specifies that its claims procedure shall culminate in an arbitration
procedure different from this one); and claims for violation of any federal,
state, or other law, statute, regulation, or ordinance, except claims excluded
in the following paragraph. The parties hereby waive any rights they may have to
trial by jury in regard to Arbitrable Claims.


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         Claims Executive may have for Workers' Compensation or unemployment
compensation benefits are not covered by this Agreement. Also not covered is
either party's right to obtain provisional remedies or interim relief from a
court of competent jurisdiction.

         Arbitration under this Agreement shall be the exclusive remedy for all
Arbitrable Claims. Company and Executive agree that arbitration shall be held in
or near South Plainfield, New Jersey and shall be in accordance with the then
current Employment Dispute Resolution Rules of the American Arbitration
Association, before a single arbitrator licensed to practice. The arbitrator
shall have authority to award or grant legal, equitable, and declaratory relief.
Such arbitration shall be final and binding on the parties. This agreement to
mediate and arbitrate survives termination of Executive's employment.

8.       Amendments; Waivers; Remedies.

This Agreement may not be amended or waived except by a writing signed by
Executive and by a duly authorized representative of the Company. Failure to
exercise any right under this Agreement shall not constitute a waiver of such
right. Any waiver of any breach of this Agreement shall not operate as a waiver
of any subsequent breaches. All rights or remedies specified for a party herein
shall be cumulative and in addition to all other rights and remedies of the
party hereunder or under applicable law.

9.       Assignment; Binding Effect.

         9.1      Assignment. The performance of Executive is personal
                  hereunder, and Executive agrees that Executive shall have no
                  right to assign and shall not assign or purport to assign any
                  rights or obligations under this Agreement. This Agreement may
                  be assigned or transferred by the Company; and nothing in this
                  Agreement shall prevent the consolidation, merger or sale of
                  the Company or a sale of any or all or substantially all of
                  its assets.

         9.2      Binding Effect. Subject to the foregoing restriction on
                  assignment by Executive, this Agreement shall inure to the
                  benefit of and be binding upon each of the parties; the
                  affiliates, officers, directors, agents, successors and
                  assigns of the Company; and the heirs, devisees, spouses,
                  legal representatives and successors of Executive.

10.      Severability.

If any provision of this Agreement shall be held by a court or arbitrator to be
invalid, unenforceable, or void, such provision shall be enforced to the fullest
extent permitted by law, and the remainder of this Agreement shall remain in
full force and effect. In the event that the time period or scope of any
provision is declared by a court or arbitrator of competent jurisdiction to
exceed the maximum time period or scope that such court or arbitrator deems
enforceable, then such court or arbitrator shall reduce the time period or scope
to the maximum time period or scope permitted by law.


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11.      Taxes.

All amounts paid under this Agreement (including without limitation Base Salary)
shall be reduced by all applicable state and federal tax withholdings and any
other withholdings required by any applicable jurisdiction.

12.      Governing Law.

The validity, interpretation, enforceability, and performance of this Agreement
shall be governed by and construed in accordance with the laws of the State of
New Jersey, without regard to New Jersey conflict of laws principles.

13.      Interpretation.

This Agreement shall be construed as a whole, according to its fair meaning, and
not in favor of or against any party. Sections and section headings contained in
this Agreement are for reference purposes only, and shall not affect in any
manner the meaning or interpretation of this Agreement. Whenever the context
requires, references to the singular shall include the plural and the plural the
singular.

14.      Obligations Survive Termination of Employment.

Executive agrees that any and all of Executive's obligations under this
agreement, shall survive the termination of employment and the termination of
this Agreement.

15.      Counterparts.

This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original of this Agreement, but all of which together shall
constitute one and the same instrument.

16.      Authority.

Each party represents and warrants that such party has the right, power and
authority to enter into and execute this Agreement and to perform and discharge
all of the obligations hereunder; and that this Agreement constitutes the valid
and legally binding agreement and obligation of such party and is enforceable in
accordance with its terms.

17.      Entire Agreement.

This Agreement (including the Exhibits attached hereto, which are incorporated
herein by reference) is the final, complete and exclusive agreement of the
parties with respect to the subject matter hereof and supersedes and merges all
prior or contemporaneous representations, discussions, proposals, negotiations,
conditions, communications and agreements, whether written or oral, between the
parties relating to the subject matter hereof and all past courses of dealing or
industry custom.

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Executive acknowledges Executive has had the opportunity to consult legal
counsel concerning this agreement, that Executive has read and understands the
agreement, that Executive is fully aware of its legal effect, and that Executive
has entered into it freely based on Executive's own judgment and not on any
representations or promises other than those contained in this agreement.

In Witness Whereof, the parties have duly executed this Agreement as of the date
first written above.

ION NETWORKS, INC.                                  EXECUTIVE:
/s/ Stephen M. Deixler                              /s/ Norman E. Corn
------------------------------------------          -------------------
Stephen M. Deixler                                  Norman E. Corn
Chairman of the Board of Directors