EXHIBIT 10.9



                              PROGINET CORPORATION

                         MANAGEMENT CONTINUITY AGREEMENT

AGREEMENT dated May 28, 2003, by and between Arne Johnson (the  "Executive") and
Proginet  Corporation  (the  "Company"),   a  Delaware  corporation  having  its
principal office at 200 Garden City Plaza, Garden City, NY 11530.

WHEREAS,  the Executive is the Senior Vice President for Strategic  Planning and
Alliances of the Company; and

WHEREAS,  the Company recognizes that in order to induce the Executive to remain
in the employ of the Company,  to reinforce  his/her  motivation to increase the
value of the Company for its shareholders, and to strengthen his/her objectivity
during any period when a Change of Control (as defined in paragraph  5(a) below)
of the Company is  contemplated  or could occur,  it must provide the  Executive
with  security  against  the  possibility  that  his/her   employment  could  be
terminated as a result of a Change in Control;

NOW, THEREFORE,  the parties hereby agree, for the mutual  considerations stated
below, as follows:

1.    The term of this Agreement (the "Term") shall begin on the date hereof and
      shall end on the third  anniversary of the date hereof;  provided that (i)
      the Term shall be automatically  extended by one year as of the end of the
      initial term or each year in the Term unless either party shall have given
      the other at least thirty days' written  notice of a desire not to extend,
      (ii) if at any time before a Change of Control the Board of  Directors  of
      the Company (the "Board")  gives the Executive  written notice (x) that it
      has determined that he/she has willfully refused to perform his/her duties
      as Executive of the Company,  and (y) setting  forth in detail the conduct
      upon which such determination is based, and the Executive fails to correct
      such  willful  refusal  to the  satisfaction  of the Board  within 60 days
      following  his/her  receipt of such notice,  then the Board may  terminate
      this  Agreement  by written  notice to the  Executive,  and (iii) the Term
      shall in all events end upon the voluntary retirement of the Executive.

2.    If following a Change of Control (as defined in paragraph 5(a) below), the
      Company  terminates  the Executive  without Cause (as defined in paragraph
      5(b) below) or the Executive  terminates  his/her own  employment for Good
      Reason (as  defined in  paragraph  5(c)  below),  the  Executive  shall be
      entitled to receive:

      (i)   A lump sum payment  representing  the then present  value  (computed
            using the  interest  rate  assumption  set forth in  paragraph  5(d)
            below) of the sum of (a) the aggregate  amount of base  compensation
            that  he/she  would have  received  for the period of six (6) months
            following the termination,  assuming that his/her base  compensation
            for that period was paid at the highest annual rate in effect at any
            time  during the period of three  years  immediately  preceding  the
            termination, plus (b) the amount of annual bonuses that he/she would
            have received with respect to a partial  calendar year in the period
            of six months  following  the  termination  , assuming the amount of
            such  bonuses for each  partial  calendar  year in such period would
            have equaled a pro rata

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            portion of, the highest aggregate amount of such bonuses that he/she
            received  for any one of the  three  calendar  years  preceding  the
            termination;

      (ii)  Continuation  at  Company  expense  for the period of six (6) months
            following  the   termination,   of  his/her   participation  in  all
            retirement,  medical, life insurance,  disability, and other benefit
            plans and  programs of the Company in which  he/she was  entitled to
            participate before the termination (or, in the case of any such plan
            or  program  the  terms  of  which  do  not  permit  such  continued
            participation,  equivalent  benefits  outside such plan or program);
            and

      (iii) Executive job placement  counseling  at Company  expense,  provided,
            however,  that the job  placement  counseling  firm  selected by the
            Executive  shall be  reasonably  satisfactory  to the Company.  Such
            benefit is limited to one year.

3.    (a) If following a Change of Control (as defined in paragraph 5(a) below),
      the Company  terminates  the Executive with Cause (as defined in paragraph
      5(b) below) , the Executive  shall not be entitled to receive any benefits
      as set forth in paragraphs 2(i-iii) above.

      (b) If following a Change of Control (as defined in paragraph 5(a) below),
      the Executive  terminates  his/her own employment  without Good Reason (as
      defined in  paragraph 5 (c)  below),  the  Executive  shall be entitled to
      receive  three (3) month's  compensation  and all benefits as set forth in
      paragraphs  2(i-ii) above and  Executive  job placement  counseling as set
      forth in paragraph 2(iii) above.

4.    The Company shall pay all costs incurred by the Executive in enforcing the
      provisions  of  this  Agreement,   including  reasonable  legal  fees  and
      expenses.

5.    (a) A "Change of Control" shall be deemed to have occurred if (i) there is
      a public  offering or offerings  of  securities  aggregating  more than 75
      percent  of  the  total  combined  voting  power  of  the  Company's  then
      outstanding  securities;  (ii)  any  "person"  (as  such  term  is used in
      Sections  13(d)  and  14(d) of the  Securities  Exchange  Act of 1934,  as
      amended  (the  "Act") , other  than a trustee or other  fiduciary  holding
      securities   under  an  employee  benefit  plan  of  the  Company  or  its
      subsidiaries,  is or becomes  the  "beneficial  owner" (as defined in Rule
      13d-3 of the Act),  directly or  indirectly,  of securities of the Company
      representing  more than 20 percent of the total  combined  voting power of
      the Company's then outstanding securities,  (iii) there occurs a change of
      control of the  Company of a nature  that would be required to be reported
      in  response to Item 1(a) of the  Current  Report on Form 8-K  pursuant to
      Section 13 or 15(d) of the Securities  Exchange Act of 1934 (the "Exchange
      Act") or in any other filing  under the  Exchange  Act; or (iv) during any
      period of twelve consecutive months (not including any period prior to the
      execution of this  Agreement),  individuals  who at the  beginning of such
      period  constitute  the  Board or who  represent  institutions  that  were
      represented  on the Board at the  beginning of such period (the  "Original
      Board"),  and any new  director  (other  than a director  designated  by a
      person who has  entered  into an  agreement  with the  Company to effect a
      transaction  described in item (ii) or (v) whose  election by the Board or
      nomination  for election by the Company's  stockholders  was approved by a
      vote of at least  two-thirds (b) of the directors then still in office who
      either were members of the Original  Board or whose election or nomination
      for  election  was  previously  so  approved,  cease  for  any  reason  to
      constitute  a  majority  of the  Board;  or (vi) the  stockholders  of the
      Company  approve a merger or  consolidation  of the Company with any other
      corporation,  other than a merger or  consolidation  which would result in
      the voting securities of the Company outstanding immediately prior thereto
      continuing  to  represent  (either by  remaining  outstanding  or by being
      converted  into voting  securities  of the  surviving  entity) at least 80
      percent  of the  combined  voting  power of the


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      voting  securities  of the Company or such  surviving  entity  outstanding
      immediately after such merger or consolidation, or the stockholders of the
      Company  approve  a plan of  complete  liquidation  of the  Company  or an
      agreement  for  the  sale  or   disposition  by  the  Company  of  all  or
      substantially all the Company's assets.

      (b) The  Company  shall  not  have  "Cause"  to  terminate  the  Executive
      employment  for any reason  except as specified  for "Cause"  herein.  The
      Company  shall have "Cause" to terminate the  Executive's  employment if a
      majority  of the  entire  Board  determines,  after a hearing at which the
      Executive  has  the  opportunity  to be  heard,  that  the  Executive  has
      committed (i) an act of gross  negligence or willful  misconduct which has
      caused  material  damage to the  Company  or its  business,  (ii) a felony
      involving  money or other  property (iii) a crime of moral  turpitude,  or
      (iv) embezzlement or other criminal fraud.

      (c) The Executive shall have "Good Reason" to terminate his/her employment
      if  (i)  his/her  duties  or  reporting  responsibilities  are  materially
      changed,  (ii) his/her base compensation is reduced or his/her performance
      plan is  altered in any  material  way,  (iii) the terms of the  Company's
      annual and long-term  incentive plans and programs are materially changed,
      (iv) the office  where  he/she is  primarily  expected to perform  his/her
      duties is relocated outside of New York  metropolitan  area, or (v) he/she
      otherwise suffers a material adverse change in the terms and conditions of
      his/her employment.

      (d) For  purposes of this  Agreement,  present  value shall be  determined
      using an interest rate equal to that as of the date of the  termination of
      employment.

6.    Nothing contained herein shall be construed as conferring on the Executive
      any right to continued  employment by the Company before the occurrence of
      a Change of Control.

7.    This  Agreement  shall be  governed  by the laws of the State of New York,
      without reference to the rules of conflicts of law.


Agreed:                                      Agreed:

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Arne Johnson, Senior Vice President          Kevin M. Kelly, President & CEO







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