Exhibit 10.7
                                                                    ------------

                         OEM PURCHASE AGREEMENT #52-154
                                 BY AND BETWEEN
                             HEWLETT-PACKARD COMPANY
                                       AND
                               ION Networks, Inc.
--------------------------------------------------------------------------------

<PAGE>


                             OEM PURCHASE AGREEMENT
                             ----------------------

THIS  AGREEMENT  is entered  into between  HEWLETT-PACKARD  COMPANY,  a Delaware
corporation ("HP") and ION NETWORKS, INC., a Delaware corporation,  effective as
of April 13, 1999. The parties hereby agree as follows:

1.       SCOPE OF AGREEMENT

         1.1      General.  This  Agreement  specifies the terms and  conditions
                  under which  Supplier  will sell,  license and support the OEM
                  Products  listed  in  Exhibit  A to  this  Agreement.  The OEM
                  Products  are regarded as  "Original  Equipment  Manufacturer"
                  products that will either be sold  separately or  incorporated
                  into HP Products for resale,  worldwide,  under ION  Networks,
                  Inc. label or under HP's private  label.  The OEM Products and
                  the HP Products will be marketed,  serviced,  and supported by
                  HP's field  organization and channel partners,  subject to the
                  marketing,  service,  and support obligations of ION Networks,
                  Inc. pursuant to this Agreement. All OEM products must be new,
                  except as otherwise provided by the parties.

         1.2      Eligible   Purchasers.   This   Agreement   enables   HP,   HP
                  Subsidiaries  and HP  Subcontractors  to purchase OEM Products
                  from ION Networks,  Inc.  under the terms of this Agreement or
                  any subsequent  Product  Addendum.  Unless a Product  Addendum
                  specifically  refers to and  amends a term of this  Agreement,
                  the terms and  conditions of this  Agreement  will control and
                  take  precedence  over  any  conflicting  terms  in a  Product
                  Addendum.

         1.3      Term Of  Agreement.  This  Agreement  will  commence as of the
                  Effective  Date  and  continue  for a 1  year  period,  unless
                  terminated  earlier under the terms of this  Agreement.  After
                  the initial Term,  this Agreement will continue  automatically
                  for 2 additional  one-year periods,  unless terminated upon 60
                  days notice prior to  expiration of the initial term or of any
                  additional periods.

2.       DEFINITIONS

         The following  capitalized  terms will have these  meanings  throughout
this Agreement.

         2.1       "Days" means calendar days unless otherwise specified herein.

         2.2      "Delivery  Date" means the date  specified in an Order for the
                  delivery  of OEM  Products  by  Supplier  to  the  destination
                  required under the Order.


<PAGE>



         2.3      "Documentation" means the user and technical manuals and other
                  documentation  that Supplier will make  available with the OEM
                  Products.

         2.4      "Eligible   Purchasers"  mean  those  parties   authorized  to
                  purchase  OEM  Products  under  this  Agreement  as  listed in
                  Section 1.2 above.

         2.5      "Epidemic Failure" will mean those deviations which HP and ION
                  Networks, Inc. mutually agree impair the form, fit or function
                  of the product  and which are  evidenced  by the same  failure
                  occurring in the same series of products.

         2.6      "Forecast"  means HP's  estimate of its purchase  requirements
                  over a six-month  period,  or such other period  designated by
                  the parties.

         2.7      "HP  Products"  means the HP  products  or  systems  that will
                  incorporate  the OEM  Products  and that will be marketed  and
                  sold to end-user customers by HP and its distributors.

         2.8      "HP   Property"   means  all   property,   including   without
                  limitation,  models, tools,  equipment,  copies of designs and
                  documentation and other materials that may be furnished to ION
                  Networks,  Inc. by HP or on HP's behalf or separately paid for
                  by HP for use by ION Networks,  Inc. in  connection  with this
                  Agreement.

         2.9      "Intellectual  Property  Rights"  means all rights in patents,
                  copyrights, trade secrets, mask works, Marks and other similar
                  rights.

         2.10     "Lead Time" means the time between the date an Order is
                  acknowledged by ION Networks, Inc. and the Delivery Date.

         2.11     "Marks" means the  trademarks,  service  marks,  trademark and
                  service mark applications,  trade dress,  trade names,  logos,
                  insignia,  symbols, designs or other marks identifying a party
                  or its products.

         2.12     "Noncomplying  Product"  means any OEM Product  received by HP
                  that does not  comply  with the  Specifications,  Exhibit A or
                  Exhibit I or otherwise  does not comply with the  requirements
                  of  an   Order  or  other   provisions   of  this   Agreement.
                  Noncomplying  Products include,  without  limitation,  dead-on
                  arrival products, over shipment and early shipments.

         2.13     "OEM  Products"  means the  products  listed in Exhibit A, all
                  related  Documentation,  Parts and other deliverables provided
                  pursuant to this Agreement.

         2.14     "Orders"  means a  written  or  electronic  purchase  order or
                  release issued by HP to ION Networks, Inc. for purchase of the
                  OEM Products.

                                       -2-

<PAGE>


         2.15     "Parts" means the replacement parts,  components,  consumables
                  or other products that may be supplied in conjunction  with or
                  as additions to the OEM Products.

         2.16     "Product Addendum" means an addendum to this Agreement entered
                  into  between ION  Networks,  Inc.  and an Eligible  Purchaser
                  naming   additional   OEM   Products   and  product   specific
                  requirements  in addition to those  requirements  specified in
                  this Agreement.

         2.17     "Software" means any software or firmware  included or bundled
                  with the OEM Products, as designated in the description of OEM
                  Products in Exhibit A.

         2.18     "Specifications"    means   the   technical   and   functional
                  requirements  for the OEM Products as specified or  referenced
                  in  Exhibit  A or as  agreed  to by  the  parties  in  writing
                  addressed to the designated recipients specified in Exhibit G.

         2.19     "Subcontractor"  means a third party  listed in Exhibit B that
                  may purchase OEM Products under the terms of this Agreement on
                  behalf of HP.

         2.20     "Subsidiary"  means an entity  controlled  by or under  common
                  control with a party to this Agreement,  through  ownership or
                  control of more than 50% of the voting  power of the shares or
                  other  means of  ownership  or  control,  provided  that  such
                  control continues to exist.

         2.21     "Support" means ongoing  maintenance and technical support for
                  the OEM  Products  provided  by  Supplier  to HP as more fully
                  described in Exhibit D.

         2.22     "Technical    Information"   means   ION   Networks,    lnc.'s
                  manufacturing  information and technology  deemed necessary by
                  HP to support OEM Products  and to exercise any  manufacturing
                  rights  provided  under  this  Agreement,  including,  but not
                  limited to: (i) specifications, software, schematics, designs,
                  drawings  or other  materials  pertinent  to the most  current
                  revision  level of  manufacturing  of the OEM  Products;  (ii)
                  copies  of all  inspection,  manufacturing,  test and  quality
                  control  procedures and any other work  processes;  (iii) jig,
                  fixture and tooling designs;  (iv) ION Networks,  Inc. history
                  files;  (v)  support  documentation;  and (vi) any  additional
                  technical information or materials agreed to by the parties.

         2.23     "Technical  Materials" means jigs,  fixtures and tools used by
                  Supplier to manufacture  the OEM Products,  and any production
                  software used in such manufacture.


                                       -3-

<PAGE>


3.       ORDER AND SHIPMENT OF OEM PRODUCTS

         3.1      Orders. Each delivery of OEM Products will be initiated by an
                  Order issued to ION Networks, Inc. by HP. Each Order will
                  include (i) unit quantity; (ii) unit price; (iii) shipping
                  destination; (iv) Delivery Date; and (v) other instructions or
                  requirements pertinent to the Order. HP may schedule regular
                  intervals for deliveries by an appropriate Order setting forth
                  the intervals. To the extent of any inconsistency between the
                  terms of an Order and the terms of this Agreement, the terms
                  specified in this Agreement will control and take precedence.

         3.2      Order  Acknowledgment.  An Order  will be  deemed to have been
                  placed as of the date of receipt of the Order by ION Networks,
                  Inc. ION Networks,  Inc. will promptly  confirm the receipt of
                  an Order  electronically or through facsimile to HP within one
                  (1)  working  days.  Orders  within  Forecasts  and  lead-time
                  requirements  of this Agreement  will be deemed  accepted upon
                  receipt by ION Networks,  Inc. For Orders exceeding  Forecast,
                  ION Networks,  Inc. will reject or acknowledge  the order with
                  respect  to the  excess  as soon as  reasonably  possible  but
                  within  two  (2)  working  days.  If a HP  Order  exceeds  the
                  Forecast or shortens the  lead-time,  ION Networks,  Inc. will
                  use its best efforts to fill such excess or  accommodate  such
                  shorter Lead Time.

         3.3      Emergency Orders.  If HP deems it necessary,  HP may order OEM
                  Products  by  facsimile  on  an  emergency  basis  ("Emergency
                  Order")  subject to the  availability  of such OEM Products in
                  ION Networks,  Inc.'s inventory.  ION Networks,  Inc. will use
                  commercially reasonable efforts to ship the emergency Order to
                  HP's stipulated destinations within one (1) business day after
                  recite by ION Networks, Inc. Subject to HP's approval, HP will
                  pay any additional expenses related to such Emergency Orders.

         3.4      Forecasts.  Upon the request of ION  Networks,  Inc.,  HP will
                  provide a six-month  rolling Forecast of its projected Orders.
                  Any quantities listed in any Forecast or other  correspondence
                  between   the   parties   are  only   estimates   made  as  an
                  accommodation  for planning  purposes and do not  constitute a
                  commitment  on HP's part to  purchase  such  quantity.  HP may
                  revise any Forecasts in its sole discretion.

         3.5      Lead Time. ION Networks, Inc. will determine the Lead Time for
                  each OEM Product, which in no event will exceed 35 days
                  without HP's prior written consent. ION Networks, Inc. must
                  give HP no less than 35 days advance notice to approve or
                  reject any proposed increase in Lead Time.

         3.6      Inventory  Requirement.  ION  Networks,  Inc.  will maintain a
                  protective  inventory equal to 10 percent (10%) of the average
                  monthly  forecast for the most recent three (3) month  rolling
                  forecast  period  of  each  OEM  product.  In  addition,   ION

                                       -4-

<PAGE>



                  Networks,  Inc. will maintain a protective  inventory equal to
                  20  percent  (20%) of the  average  monthly  forecast  of each
                  critical,  single sourced or long lead-time component. If this
                  inventory is depleted,  ION Networks,  Inc. will replenish the
                  inventory as soon as possible after  depletion.  ION Networks,
                  Inc.  will rotate its supply of OEM  Products in  inventory to
                  maintain a fresh stock of inventory.

                  Upon  termination of this agreement or cancellation of orders,
                  ION Networks,  Inc. will make commercially  reasonable efforts
                  to mitigate  the excess  unique  material  listed in Exhibit H
                  prior to making a request of HP to pay for the excess.  If the
                  excess unique  materials  cannot be mitigated by ION Networks,
                  Inc.,  ION  Networks,  Inc.  will  request  that  HP  pay  for
                  reasonable  costs  associated with the excess unique materials
                  required to meet the  inventory  requirements  above.  HP will
                  review the request paying  reasonable  costs within 30 days of
                  ION Networks, Inc. request.

         3.7      Order  Changes.  HP may  without  charge  postpone,  decrease,
                  increase, or cancel any Order by notice to ION Networks,  Inc.
                  at least fifteen (15) days prior to the Delivery  Date. HP may
                  cancel an Order by notice to ION  Networks,  Inc.  at any time
                  prior to then agreed  lead-time for the OEM products  ordered.
                  If HP  postpones,  decreases,  or cancels an Order  after such
                  time  period,  ION  Networks,  Inc.  will  be  entitled  to be
                  reimbursed  by HP for actual costs  incurred by ION  Networks,
                  Inc. as a direct  result of such  postponement,  decrease,  or
                  cancellation  that are not  recoverable by the shipment of the
                  affected  OEM  Products  or  their  raw   materials  to  other
                  purchasers  (subject to ION  Networks,  Inc. duty to remove HP
                  Marks as specified  in Section 6.3 below)  within a reasonable
                  period of time or the  exercise  by ION  Networks,  Inc.  in a
                  commercially reasonable manner, of other mitigation measures.

         3.8      Shipment Requirements. All Orders are required to be shipped
                  complete. ION Networks, Inc. will give HP immediate notice if
                  it knows that it cannot meet a Delivery Date or that only a
                  portion of the OEM Products will be available for shipment to
                  meet a Delivery Date. For partial shipments, ION Networks,
                  Inc. will ship the available OEM Products unless directed by
                  HP to reschedule shipment. If ION Networks, Inc. ships any OEM
                  Product by a method other than as specified in the
                  corresponding Order, ION Networks, Inc. will pay any resulting
                  increase in the cost of freight. HP may utilize drop shipment
                  options to any HP designated delivery destination. If HP
                  designates a drop shipment location outside the country in
                  which the Order is placed, HP agrees to pay any additional
                  costs associated with the shipment.

         3.9      HP Option To Accept  Over  shipments.  If ION  Networks,  Inc.
                  ships more OEM Products than  ordered,  the amount of the over
                  shipment  may either be kept by HP

                                       -5-

<PAGE>


                  for credit against future Orders or returned to ION Networks,
                  Inc. pursuant to Article 6 below, at HP's election.

         3.10     Meeting Delivery Dates. If due to ION Networks, Inc.'s failure
                  to  make  a  timely   shipment,   the   specified   method  of
                  transportation would not permit ION Networks, Inc. to meet the
                  Delivery  Date,  the OEM Products  affected will be shipped by
                  air  transportation or other expedient means acceptable to HP.
                  ION Networks,  Inc. will pay for any resulting increase in the
                  freight  cost over that which HP would have been  required  to
                  pay by the specified method of transportation.

         3.11     No Advance  Shipment.  If OEM Products are delivered more than
                  three days in advance of the  Delivery  Date,  HP may,  at its
                  option,  either return the OEM Products  pursuant to Article 6
                  below or keep the OEM Products with payment due as provided in
                  Section 4.3 below.

         3.12     Title And Risk Of Loss. Unless otherwise  specified in writing
                  by HP, shipments will be FCA destination. If HP designates the
                  carrier,  shipments will be FCA carrier.  Title to OEM Product
                  hardware and media  ordered  under this  Agreement and risk of
                  loss or damage  will pass from ION  Networks,  Inc. to HP upon
                  ION Networks,  Inc. delivery of the OEM Products to the common
                  carrier specified by HP, subject to the provisions in Sections
                  3.14 and 3.15 below with respect to packing and handling.

         3.13     Packing List. Each delivery of OEM Products to HP must include
                  a packing list that contains at least:

                  (1)      The Order number and the HP part number;

                  (2)      The quantity of OEM Products or Parts shipped; and

                  (3)      The date of shipment.

         3.14     Packaging. ION Networks, Inc. must preserve, package, handle,
                  and pack all OEM Products so as to protect the OEM Products
                  from loss or damage, in conformance with good commercial
                  practice, the Specifications, government regulations, and
                  other applicable standards. Special static protection must be
                  provided for OEM Products requiring such packaging.

         3.15     Responsibility  For Damage.  ION  Networks,  Inc. will only be
                  liable for any loss or damage due to its  failure to  properly
                  preserve,  package,  handle, or pack OEM Products. HP will not
                  be  required  to  assert  any  claims  for such loss or damage
                  against the common carrier involved.  Further,  HP will not be
                  liable for any loss

                                       -6-

<PAGE>


                  or damage due to a release of chemicals or other hazardous
                  materials to the environment prior to HP's actual receipt of
                  the corresponding OEM Products.

         3.16     Purchase  Hold.  If HP  determines  that  an  OEM  Product  is
                  defective,  then,  irrespective  of  any  rights  provided  HP
                  hereunder,  HP  may  implement  a  purchase  hold  to  suspend
                  purchases of such OEM Products without any liability  provided
                  that  HP  promptly   notifies  ION  Networks,   Inc.  of  such
                  suspension  and provides ION Networks,  Inc. with  information
                  specific to the purported defect such that ION Networks,  Inc.
                  can identify the root cause of the defect or recreate and then
                  remedy the  defect.  Such  purchase  hold may be removed if HP
                  reasonably   believes  that  ION  Networks,   Inc.  has  taken
                  sufficient  action to correct  the defect or given  sufficient
                  assurances  that  such  defect  will  be  corrected  within  a
                  reasonable time.

4.       PRICES AND PAYMENT TERMS

         4.1      OEM Product  Prices.  ION  Networks,  Inc.  prices for the OEM
                  Products  are  listed in Exhibit  C, in U.S.  currency  unless
                  otherwise  stated,  and  may  not be  increased  without  HP's
                  consent.  The  prices  for Parts  will be ION  Networks,  Inc.
                  published prices,  less any applicable  discounts,  unless the
                  parties agree to a price schedule for Parts.  OEM Products and
                  Parts will also be subject to any  applicable  prompt  payment
                  discounts.  ION  Networks,  Inc.  and HP agree to  review  OEM
                  Product prices  quarterly.  If, during the term, ION Networks,
                  Inc.  effectuates  cost  reductions in its  manufacturing  and
                  delivery  processes,  it will pass such  reductions  to HP and
                  amend the prices accordingly.

         4.2      Changed  Prices.  If during the Term  changed  prices or price
                  formulas  are put in effect by mutual  agreement of HP and ION
                  Networks,  Inc.,  or  reduced  prices  or price  formulas  are
                  otherwise put in effect by ION Networks,  Inc., such prices or
                  price  formulas  (if  resulting  in lower prices than the then
                  current price) will apply to all Orders issued by HP after the
                  effective  date of such  prices or price  formulas  and to all
                  unshipped Orders.

         4.3      Payment  Procedure.  Payment for OEM  Products  will be net 37
                  days,  after the  latest of  receipt  by HP of an  appropriate
                  invoice  from ION  Networks,  Inc.,  the  receipt by HP of the
                  corresponding  OEM  Products or Parts;  or the  Delivery  Date
                  Except as  otherwise  provided in this  Agreement,  associated
                  freight  expenses  and duties will be paid  directly by HP. HP
                  will not be liable for any costs  related to or  payments  for
                  unordered or Nonconforming Products.

         4.4      Most  Favored  Purchaser  Warranty.  If during  the term,  ION
                  Networks,  Inc.  offers a better  price or pricing  formula to
                  other  purchasers  for  the  same  or  lesser  volumes  of OEM
                  Products  with  substantially  the same terms and  conditions,
                  then ION Networks,  Inc. agrees to offer such price or pricing
                  formula to HP  retroactively

                                       -7-

<PAGE>

                  as of the date first offered to the third party. ION Networks,
                  Inc. agrees to fulfill its obligations in this Section in good
                  faith and further agrees that it will not create any OEM
                  Product purchasing programs, pricing formulas or other
                  conditions that serve to deny HP the benefits of its favored
                  purchaser status. In addition, HP may credit any amounts due
                  under this Agreement against future invoices. ION Networks,
                  Inc. agrees to fulfill its obligations in this Section in good
                  faith.

         4.5      Sales Taxes And Duties.  Prices are  exclusive of all taxes or
                  duties after  delivery to the  designated  destination  (other
                  than  taxes  levied on ION  Networks,  Inc.  income)  that ION
                  Networks, Inc. may be required to collect or pay upon shipment
                  of the OEM Products. Any such taxes or duties must appear as a
                  separate item on ION Networks,  Inc. invoice. HP agrees to pay
                  such  taxes or duties  unless HP is exempt  from such taxes or
                  duties. Where applicable,  HP will provide ION Networks,  Inc.
                  with an exemption resale certificate.

5.       NONCOMPLYING PRODUCTS

         5.1      Credit,  Repair  or  Replacement.  HP may  elect  in its  sole
                  discretion,  subject to the provisions of Article 18 below, to
                  return a  Noncomplying  Product  for Credit or at HP option to
                  replacement  or  repair  at ION  Networks,  Inc.  expense.  In
                  addition,  HP may return for repair or  replacement  an entire
                  lot of OEM Products if a tested sample of that lot contains 3%
                  or greater Noncomplying Products.

         5.2      Replenishment  Period.  ION  Networks,  Inc.  will  return the
                  replacement  or repaired  OEM Products as soon as possible but
                  in no event later than two (2) work days after  receipt of the
                  Noncomplying  Product from HP. ION Networks,  Inc. opportunity
                  to cure any failure to meet such deadline, pursuant to Article
                  18 below,  will apply to only one such  breach per part number
                  during the Term.

6.       RETURN OF OEM PRODUCTS


         6.1      Return Materials  Authorization.  All OEM Products returned by
                  HP to ION  Networks,  Inc.  must be  accompanied  by a  Return
                  Materials  Authorization  ("RMA").  HP and ION Networks,  Inc.
                  will follow a mutually agreed upon RMA process. Unless further
                  verification is reasonably required by ION Networks, Inc., ION
                  Networks, Inc. will supply an RMA within two work days of HP's
                  request.

         6.2      Return Charges.  All Early/Over Shipments and Noncomplying and
                  failing OEM Products returned by HP to ION Networks, Inc., and
                  all  replacement  or  repaired  OEM  Products  shipped  by ION
                  Networks,  Inc. to HP to Eady/Over  Shipments and Noncomplying
                  and failing OEM Products,  will be at ION Networks,  Inc. risk
                  and expense, including transportation charges.


                                       -8-

<PAGE>

         6.3      Duty To Remove  Marks Or Destroy  Noncomplying  Products.  ION
                  Networks,  Inc.  agrees not to sell,  transfer  distribute  or
                  otherwise  convey  any part,  component,  product  or  service
                  bearing  or  incorporating  HP Marks,  part  numbers  or other
                  identifiers,  including any HP packaging,  copyrights or code,
                  to any party other than to Eligible Purchasers.  ION Networks,
                  Inc. will remove from all rejected,  returned or  un-purchased
                  OEM  Products any such HP Marks or  identifiers,  even if such
                  removal would  require  destruction  of the OEM Products.  ION
                  Networks,  Inc.  further agrees not to represent that such OEM
                  Products  are  built  for  HP  or to  HP  specifications.  ION
                  Networks,  Inc.  will  defend and  indemnify  HP  against  any
                  claims,  losses,  liabilities,  costs or expenses  that HP may
                  incur  as a  result  of ION  Networks,  Inc.  breach  of  this
                  obligation.

         6.4      Field  Failure  Returns.  All  failing  OEM  Products  may  be
                  returned  by  HP  to  ION   Networks,   Inc.   for  repair  or
                  replacement.  Failure  returns within  warranty period will be
                  repaired  or  replaced  at no  cost.  Failure  returns  of OEM
                  Products  outside of the warranty period set forth herein will
                  be repaired  or replaced at the agreed out of warranty  repair
                  cost. ION Networks, Inc. will track the repair history of each
                  OEM  Product.  Any OEM Product  returned for the third time to
                  ION Networks,  Inc. will be scrapped and replaced with another
                  repaired or  replacement  OEM Product.  No Trouble Found (NTF)
                  returned OEM Product would be tracked by ION  Networks,  Inc..
                  If  the   parties   mutually   agree  that  the  NTF  rate  is
                  significant,  the  parties  will  agree  to  use  commercially
                  reasonable means to reduce the number of NTF returns.

7.       ENGINEERING PROCESS OR DESIGN CHANGES

         7.1      ION Networks,  Inc. Proposed Changes. ION Networks,  Inc. will
                  not,  without  the  prior  written  consent  of  HP,  make  or
                  incorporate  in OEM  Products  any of  the  following  changes
                  (collectively, "Engineering Changes"):

                  (1)     Process or design changes;

                  (2)     Geographical relocation of manufacturing processes; or

                  (3)     Process   step  discontinuance's  affecting   the
                          electrical performance,  the mechanical form, fit, or
                          function, the environmental compatibility or chemical
                          characteristics, software compatibility, or the life,
                          reliability, or quality of OEM Products.

         7.2      Notice Of Proposed Changes. ION Networks, Inc. will give HP
                  notice of any proposed Engineering Change, and will provide
                  evaluation samples and other appropriate information as
                  specified by HP at least 90 days prior to the first proposed
                  shipment of any OEM Products involving an Engineering Change.
                  HP

                                       -9-

<PAGE>


                  will respond within fifteen (15) days indicating its approval
                  or disapproval of any Engineering Change; provided, however,
                  if HP does not respond to notice of any Engineering Change
                  within fifteen (15) days, HP will be deemed to approve such
                  Engineering Change. Regardless of whether HP approves a
                  proposed Engineering Change, Lead Time will not be changed
                  except as provided in Section 3.4 above.

         7.3      HP  Proposed  Changes.  HP may  change  HP-supplied  drawings,
                  designs, or Specifications at any time prior to manufacture of
                  corresponding  released OEM Products.  HP will submit proposed
                  changes  to  the  OEM  Product  to  ION  Networks,   Inc.  for
                  investigation.   ION  Networks,  Inc.  will  respond  to  HP's
                  proposed  changes  within ten (10) business  days. The parties
                  will  negotiate in good faith the terms and  conditions of the
                  proposed change, including possible price adjustments,  change
                  in delivery  schedule,  and testing,  within  thirty (30) days
                  after ION Networks,  Inc. response. HP will pay all reasonable
                  and  direct   costs   incurred  by  ION   Networks,   Inc.  in
                  implementing the changes that are specific to the OEM Product.

         7.4      Option To Terminate. If the parties are unable to agree,
                  acting reasonably and in good faith, upon an adjustment
                  pursuant to Section 7.3 above, HP may without any liability
                  terminate this Agreement as to any OEM Products affected. Upon
                  termination of this agreement, ION Networks, Inc. will make
                  commercially reasonably efforts to mitigate excess unique
                  materials listed in Exhibit H prior to making a request to HP
                  to pay for the excess. If the excess unique materials cannot
                  be mitigated by ION Networks, Inc., ION Networks, Inc. will
                  request that HP pay for reasonable costs associated with the
                  excess unique materials required to meet inventory
                  requirements as stated in section 3.6.

         7.5      Safety Standard Changes.  ION Networks,  Inc. will immediately
                  give notice to HP if any upgrade, substitution or other change
                  to an OEM  Product  is  required  to make  that  product  meet
                  applicable  safety standards or other  governmental  statutes,
                  rules, orders or regulations,  even those that are not defined
                  as Engineering  Changes in Section 7.1 above. All affected OEM
                  Products already purchased by HP may, at HP's election, either
                  be  returned  to ION  Networks,  Inc.  for  upgrade to current
                  revisions or upgraded by ION Networks, Inc. or HP in the field
                  pursuant to the procedures  outlined in Section 10.6 below. If
                  an OEM Product  meets  applicable  safety  standards and other
                  governmental  requirements at the time of manufacture,  HP and
                  ION Networks,  Inc. will allocate the costs of any  subsequent
                  upgrade,  substitution or other required change required in an
                  equitable manner based on good faith  discussions  between the
                  parties. If such discussions render no equitable solution, the
                  parties may either  mutually  agree to escalate  the matter to
                  their  respective  vice  presidents  or general  managers,  as
                  applicable,  or in the  alternative,  divide the costs equally
                  between them.

                                      -10-

<PAGE>


8.       QUALITY

         8.1      Quality Program. ION Networks, Inc. agrees to maintain an
                  objective quality program consistent with reasonable
                  commercial standards for all OEM Products. ION Networks, Inc.
                  program will be in accordance with the current revision of ION
                  Networks, Inc. quality system requirements which HP will have
                  the opportunity to review, and if applicable, any additional
                  or substitute quality requirements agreed to by both parties.
                  ION Networks, Inc. will, upon HP's request, provide to HP
                  copies of ION Networks, Inc. program and supporting documents.

         8.2      HP has the right to inspect, at ION Networks,  Inc. plant, the
                  OEM   Products   and   associated   manufacturing   processes.
                  Manufacturing  processes  may be  inspected at any time during
                  the Term.  HP's  inspection  may be for any reason  reasonably
                  related to this  Agreement,  including to assure ION Networks,
                  Inc.   compliance  with  HP's  requirements.   HP's  right  of
                  inspection  will apply as well to any vendor or  subcontractor
                  of ION  Networks,  Inc. ION  Networks,  Inc.  will inform such
                  vendors or  subcontractors  of HP's right to inspect,  and, if
                  necessary, use all reasonable effort to secure such rights for
                  HP.

9.      WARRANTIES
        9.1      Product Warranties. ION Networks, Inc. warrants that all OEM
                 Products will:

                  (1)      Be manufactured, processed, and assembled by ION
                           Networks, Inc. or by companies under ION Networks,
                           Inc. direction.

                  (2)      Conform  to the  Specifications,  and other  criteria
                           referred  to in this  Agreement  or  agreed to by the
                           parties in writing.

                  (3)      Be new, except as otherwise provided by the parties.

                  (4)      Conform strictly to the requirements of all Orders.

                  (5)      Be  free  from   defects  in  design,   material  and
                           workmanship in accordance with HP specifications.

                  (6)      Be  free  and  clear  of  all  liens,   encumbrances,
                           restrictions,  and  other  claims  against  title  or
                           ownership.

                  (7)      Be "Year 2000  Compliant."  Year 2000  Compliant  OEM
                           Products will perform without error, loss of data, or
                           loss of  functionality  arising  from any  failure to
                           process,  calculate,  compare, or sequence date data.
                           In


                                      -11-

<PAGE>

                           addition, Year 2000 Compliant OEM Products will not
                           cause any associated products or systems in which
                           they may be used to fail in any of the ways described
                           above. This Year 2000 Compliance Warranty will remain
                           in effect through December 31, 2000, notwithstanding
                           any other warranty period specified in this
                           Agreement.

                  (8)      Not violate or infringe any third party  Intellectual
                           Property Rights and ION Networks,  Inc. warrants that
                           it is not aware of any facts  upon  which  such claim
                           could be made.  If ION Networks,  Inc.  learns of any
                           claim or any facts upon which claim could be made, it
                           will promptly notify HP of this information.

         9.2      Survival of Warranties.  All warranties  specified  above will
                  survive any inspection, delivery, acceptance, or payment by HP
                  and be in effect for the longer of ION Networks, Inc. 13 month
                  warranty period,  or the one year period following the date of
                  shipment of the OEM Product or the HP Product  containing  the
                  OEM Product to HP's end-user  customers.  HP understands  that
                  the backup  system  battery  has a 2-year  life span and needs
                  regular maintenance.

         9.3      Epidemic  Failure  Warranty.  In  addition  to the  warranties
                  specified above, ION Networks,  Inc. warrants all OEM Products
                  against epidemic failure for a period of three (3) years after
                  receipt of that OEM  Product or the  associated  HP Product by
                  HP's  customers.  An epidemic  failure means the occurrence of
                  the same failure pertaining to form, fit, or function,  in any
                  one percent  (1%) of the OEM  Products,  within a one (1) year
                  time frame. HP understands  that the backup system battery has
                  a 2 year life span and needs regular maintenance.

         9.4      Out of Warranty Repair.  For Products which fail to conform to
                  their Specifications after the warranty period has expired but
                  during the term of this agreement, HP may return such Products
                  to  ION  Networks,  Inc.  for  repair  or  replacement  at ION
                  Networks,  Inc. then current prices and terms after  obtaining
                  an RMA  number.  ION  Networks,  Inc.  current out of warranty
                  repair terms and pricing are set forth in Exhibit C.

         9.5      DISCLAIMER.  EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9
                  AND SECTION 14 (INTELLECTUAL PROPERTY PROTECTION), ION
                  Networks, Inc. MAKES NO OTHER WARRANTIES, WITH RESPECT TO
                  OEM PRODUCTS, AND ION Networks, Inc.  EXPRESSLY DISCLAIMS ALL
                  OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY OEM
                  PRODUCTS, OR REGARDING THEIR MERCHANTABILITY OR THEIR
                  FITNESS FOR ANY PARTICULAR PURPOSE.

                                      -12-

<PAGE>

10.      SUPPORT SERVICES

         10.1     General.  ION Networks,  Inc. will provide HP with Support for
                  the OEM Products as specified in the Support Terms attached as
                  Exhibit D. ION  Networks,  Inc.  will  maintain such number of
                  qualified  personnel  as is  necessary  to provide  timely and
                  knowledgeable  maintenance and support service.  ION Networks,
                  Inc.   warrants  that  all  Support  will  be  provided  in  a
                  professional and workmanlike manner.

         10.2     New HP  Products.  Upon request by HP to adapt the OEM Product
                  for use in a Product, HP and ION Networks, Inc. will negotiate
                  in good faith the terms and additional  costs  associated with
                  such adapted OEM Products. Upon agreement,  ION Networks, Inc.
                  will use all  reasonable  efforts  to  provide HP with the OEM
                  Products  adapted  for use with new  releases  of HP  Products
                  provided that HP makes available to ION Networks, Inc. such HP
                  Property as may be reasonably necessary for ION Networks, Inc.
                  to develop any adaptation.

         10.3     HP Property. HP may provide to ION Networks, Inc. HP Property
                  under the terms of an HP Equipment Loan Agreement, solely for
                  use in ION Networks, Inc. manufacturing, testing, adapting and
                  supporting the OEM Products. All HP Property will be clearly
                  segregated from ION Networks, Inc. property and identified as
                  the sole property of HP. HP Property may not be transferred,
                  assigned, loaned or otherwise encumbered in any way. HP
                  Property may be provided to third parties for fulfillment of
                  ION Networks, Inc. obligations hereunder only upon HP's prior
                  written consent. HP property will be returned to HP, at ION
                  Networks, Inc. expense, upon termination of this Agreement.

         10.4     Substitute  Products.  If  ION  Networks,  Inc.  develops  any
                  products that are more  efficient or less  expensive  than the
                  comparable OEM Products  available under this  Agreement.  ION
                  Networks,  Inc.  will  promptly  inform  HP  of  such  product
                  availability.  AT HP's  option,  HP will  have  the  right  to
                  substitute  the  newer  products  at  the  same  price  as the
                  comparable  OEM Products for all  subsequent  purchases  under
                  this Agreement.  The pricing of such substitute  products will
                  be mutually agreed upon by the parties in good faith, but will
                  be no higher  than the price or  pricing  formula  offered  to
                  other   purchasers  for  similar  volumes  of  the  substitute
                  products in accordance with Section 4.4.

         10.5     Failure Rate.  Notwithstanding  that the  warranties  given in
                  Section 9.1 above apply to 100% of OEM Products, ION Networks,
                  Inc.  and HP  acknowledge  that a failure  rate of 0.5 percent
                  (0.5%)  delivered over a twelve (12) month period is expected.
                  If the  actual  failure  rate for OEM  Products  exceeds  this
                  expected  rate,  ION Networks,  Inc.  will provide  additional
                  engineering  and technical  support needed to bring the actual
                  failure rate within the specified failure rate.

                                      -13-

<PAGE>


         10.6     Class  Failure  Remedies.  Upon the  occurrence  of any of the
                  following  events:  (i) a  failure  rate  exceeding  the  rate
                  specified in Section 10.5 above;  (ii) an epidemic  failure as
                  described  in Section 9.3; or (iii) a safety  standard  change
                  under  Section  7.5  above  (each  referred  to  as  a  "Class
                  Failure"),  HP will have the following additional remedies for
                  a three year period  commencing  upon receipt by HP's end-user
                  customer of the OEM Product or the corresponding HP Product.

                  (1)      In the event of a Class Failure, ION Networks, Inc.
                           will provide HP no later than 3 business days
                           following the Class Failure root cause analysis and
                           corrective action plan. In the event it is not
                           possible to provide the root cause analysis and
                           corrective action plan within ten (10) days, ION
                           Networks, Inc. will provide a status report as soon
                           as possible but no later than 10 days following the
                           Class Failure to HP a status on the progress of the
                           root cause analysis and corrective action plan and an
                           estimate of the completion when ION Networks, Inc.
                           will complete these reports and provide them to HP as
                           soon as possible. HP will make available such
                           information and assistance reasonably required
                           allowing ION Networks, Inc. to conduct its root cause
                           analysis and provide its corrective action report.

                  (2)      If,  after  review  of the root  cause  analysis  and
                           corrective   action  plan,   HP   determines  in  its
                           reasonable    opinion   that   the   Class    Failure
                           necessitates  a field  stocking  recall  or  customer
                           based recall or  retrofit,  HP may then elect to have
                           the OEM Products: (i) returned to ION Networks,  Inc.
                           for repair or replacement;  (ii) repaired or replaced
                           by ION Networks, Inc. in the field; or (iii) repaired
                           or replaced by HP in the field, including products in
                           distributor  inventory and HP's installed  base. If a
                           field repair can be performed by HP service  personal
                           (at  HP  or  HP's  customer   sites)  and  is  deemed
                           desirable by HP, ION Networks,  Inc. will provide the
                           appropriate   replacement  OEM  Products,   Parts  or
                           upgrades  free of  charge to HP.  Such OEM  Products,
                           Parts or  upgrades  will  have the  highest  shipping
                           priority.

                  (3)      Except as provided  in Section  7.5 above,  regarding
                           safety  standard  changes,  ION Networks,  Inc. will,
                           within 90 days  after  completion  of the  recalls or
                           retrofits, reimburse HP for its reasonable and direct
                           costs in performing such services.

         10.7     Survival   of  Support   Obligations.   ION   Networks,   Inc.
                  maintenance and support obligations  specified in this Section
                  10,  and in the  Support  Terms in  Exhibit D will run for the
                  Term and any  additional  periods  under Section 1.3 above and
                  will  continue  for a period of five (5) years  after the last
                  shipment to HP of the OEM Product.  This  obligation  includes
                  making necessary Parts available to HP, as further provided in
                  the Support Terms.

                                      -14-

<PAGE>

11.      ASSURANCE OF SUPPLY

         11.1     Discontinuance. ION Networks, Inc. acknowledges its obligation
                  to  manufacture,  supply and support the OEM Products  without
                  interruption  for the  Term of this  agreement.  If,  however,
                  after the third year of this agreement, it becomes impractical
                  to  continue   the  supply  or  support  of  any  OEM  Product
                  ("Discontinued"), ION Networks, Inc. will give notice to HP no
                  less than  nine (9)  months  in  advance  of the last date the
                  discontinued  product  can be  ordered.  After  receipt of the
                  notice of  discontinuance,  ION  Networks,  Inc.  will offer a
                  lifetime buy to HP. If HP accepts the lifetime buy option this
                  requirement will be delivered within 12 months.

12.      TRAINING

         12.1     Technical  Training.  ION  Networks,  Inc.  will provide to HP
                  technical training,  for a period not to exceed two (2) weeks,
                  sufficient to allow HP to become fully  familiar with each OEM
                  Product and its market.  Such training will be at no charge to
                  HP  except  for  any  reasonable   travel  expenses  that  ION
                  Networks,   Inc.  incurs.  HP  may  further  request  and  ION
                  Networks,  Inc. will provide additional  training at no charge
                  as  reasonably  necessary  to inform HP personnel of upgraded,
                  enhanced or new  versions of the OEM  Products  except for any
                  reasonable  travel  expenses that ION Networks,  Inc.  incurs.
                  Other training will be provided upon mutually  agreeable terms
                  and conditions.

         12.2     HP's Rights In Training  Classes And  Materials.  HP may at no
                  charge use,  reproduce,  modify,  display  and perform  either
                  internally  or  for  HP's  customers,  all  training  classes,
                  methods,  and materials supplied or developed by ION Networks,
                  Inc.  under this  Agreement.  HP's use may be in any manner HP
                  reasonably  deems  appropriate  holding to terms stipulated in
                  the attach CDA exhibit F.

13.      MARKETING AND LICENSING

         13.1     Marketing Authority. HP will have the authority to market the
                  OEM Products and the HP Products containing the OEM Products
                  to the extent it deems appropriate, in its sole discretion.
                  Without limiting the generality of the foregoing sentence,
                  nothing in this Agreement will be construed or interpreted to
                  place a "best efforts" obligation upon HP with respect to
                  marketing the HP Products or OEM Products or preclude HP from
                  independently developing, purchasing, licensing, or marketing
                  any product which performs the same or similar function as the
                  OEM Products. HP will have the right to use its then current
                  standard form business and

                                      -15-

<PAGE>

                  license terms for all marketing and distribution of the OEM
                  Products and HP Products.

         13.2     No Rights  In Marks.  Except  as  otherwise  specified  in the
                  private  labeling  section  below,  nothing in this  Agreement
                  should be  construed to grant either party rights in the Marks
                  of the other party. ION Networks, Inc. acknowledges,  however,
                  that HP may use the name of ION Networks, Inc. and the name of
                  the OEM Products in advertising and marketing the OEM Products
                  or the HP  Products.  The OEM  Products  will be affixed  with
                  copyright  notices  sufficient to give notice as to the rights
                  of the parties in their respective products.

         13.3     Private Labeling. If HP decides during the Term to create HP
                  private label versions of the OEM Products, ION Networks, Inc.
                  will ensure that the OEM Products contain the HP Marks, serial
                  number format and packaging specified by HP and conforming to
                  HP specifications for external appearance (which will not
                  require any material change in form or dimensions of the OEM
                  Products or require commercially unreasonable actions). Except
                  as provided herein, ION Networks, Inc. will have no other
                  right or license in any HP Marks.

         13.4     Software License.  If the OEM Products include  Software,  ION
                  Networks,  Inc. hereby grants to HP, under ION Networks,  Inc.
                  Intellectual Property Rights in such Software, a nonexclusive,
                  worldwide,  fully paid up license to use,  import,  reproduce,
                  offer for sale and distribute the Software in object code form
                  as integrated with the OEM Products or the HP Products.  These
                  rights will extend to HP Subsidiaries and third party channels
                  of distribution.

         13.5     Documentation  License. ION Networks,  Inc. hereby grants HP a
                  nonexclusive,  non-transferable,   worldwide,  fully  paid  up
                  license to use,  reproduce,  distribute and prepare derivative
                  works in HP's name all  Documentation  and other  information,
                  other  than   confidential   information,   furnished  by  ION
                  Networks,  Inc.  under this  Agreement.  HP may reproduce such
                  Documentation  without  ION  Networks,   Inc.  logo  or  other
                  identification  of  source,   subject  to  affixing  copyright
                  notices  to all copies of  Documentation.  These  rights  with
                  respect to the  Documentation  will extend to HP  Subsidiaries
                  and third party channels of distribution.  Notwithstanding the
                  foregoing, ION Networks, Inc. will have no responsibility for,
                  and HP will defend,  indemnify and hold harmless ION Networks,
                  Inc.,  and it's  officers and  employees  from and against all
                  losses or damages (including  reasonable  attorney's fees) for
                  any claims, suits,  actions,  demands or threats (collectively
                  claims) arising from  modifications of the documentation  made
                  by HP if such  claim  would  not  have  arisen  but  for  such
                  modifications.

                                      -16-

<PAGE>

14.      INTELLECTUAL PROPERTY PROTECTION

         14.1     ION  Networks,  Inc.  Duty To Defend.  Except as  provided  in
                  Section 14.4 below,  ION  Networks,  Inc. will defend and hold
                  harmless HP and its Subsidiaries, Subcontractors and customers
                  from any claim that any OEM Product, any combination of an OEM
                  Product with an HP Product,  any Software,  Documentation or a
                  ION Networks,  Inc.  Mark, or any product  provided as part of
                  ION   Networks,   Inc.   Support   services   constitutes   an
                  unauthorized   use  or   infringement  of  any  third  party's
                  Intellectual Property Rights. ION Networks,  Inc. will pay all
                  costs,  damages and expenses (including  reasonable  attorneys
                  fees)  incurred  by  HP,   Subsidiaries,   Subcontractors   or
                  customers  and will pay any  award  with  respect  to any such
                  claim or agreed to in any settlement of that claim.

         14.2     HP's Duty To Notify.  HP will give ION Networks,  Inc.  prompt
                  notice of any such  claim or action,  will give ION  Networks,
                  Inc.  control of the  defense or  settlement  of such claim or
                  action,  and  will  give ION  Networks,  Inc.  the  authority,
                  information,  and reasonable assistance (at ION Networks, Inc.
                  expense)  necessary to defend. If ION Networks,  Inc. does not
                  diligently  pursue resolution of the claim nor provide HP with
                  reasonable   assurances   that  it  will   diligently   pursue
                  resolution, then HP may, without in any way limiting its other
                  rights and remedies, defend the claim.

         14.3     Remedies For Infringing Products. If the use or combination of
                  any product  provided  hereunder is enjoined (the  "Infringing
                  Product"), ION Networks, Inc.
                  will, at its sole expense and option:

                  (1)      Procure for HP and its customers the right to
                           continue using or combining the Infringing Product;

                  (2)      Replace the Infringing  Product with a non-infringing
                           product of equivalent function and performance; or

                  (3)      Modify the Infringing  Product to be  non-infringing,
                           without detracting from function or performance.

         14.4     Limitations.  ION  Networks,  Inc.  will  be  relieved  of its
                  indemnification  obligations  under  this  Article  14 to  the
                  extent  that the claim  arises  solely and  directly  from ION
                  Networks,  Inc.  compliance with an HP Specification  provided
                  that all  implementations of that Specification  constitute an
                  unauthorized use or infringement of a third party Intellectual
                  Property Right.


                                      -17-

<PAGE>


15.      COUNTRY OF MANUFACTURE AND DUTY DRAWBACK RIGHTS

         15.1     Country  Of  Origin  Certification.  Upon  HP's  request,  ION
                  Networks,   Inc.   will   provide   HP  with  an   appropriate
                  certification  stating the country of origin for OEM Products,
                  sufficient  to  satisfy  the   requirements   of  the  customs
                  authorities  of the  country  of  receipt  and any  applicable
                  export  licensing  regulations,  including those of the United
                  States.

         15.2     Country Of Origin Marking. ION Networks, Inc. will mark each
                  OEM Product or the container if there is no room on the OEM
                  Product, with the country of origin. ION Networks, Inc. will,
                  in marking OEM Products, comply with the requirements of the
                  customs authorities of the country of receipt.

         15.3     Duty Drawback.  If OEM Products delivered under this Agreement
                  are imported,  ION Networks,  Inc. will when possible allow HP
                  to be the  importer  of record.  If HP is not the  importer of
                  record and ION Networks,  Inc. obtains duty drawback rights to
                  OEM Products,  ION  Networks,  Inc.  will,  upon HP's request,
                  provide HP with documents required by the customs  authorities
                  of the country of receipt to prove importation and to transfer
                  duty drawback rights to HP.

16.      GOVERNMENTAL COMPLIANCE

         16.1     Duty To Comply. ION Networks, Inc. agrees to comply with all
                  federal, state, local and foreign laws, rules, and regulations
                  applicable to its performance of this Agreement or to OEM
                  Products. Without limiting the generality of the foregoing
                  sentence, ION Networks, Inc. represents that:

                  (1)      ION  Networks,   Inc.  will  comply  with  all  equal
                           employment    opportunity    and    nondiscrimination
                           requirements  prescribed  by  Presidential  Executive
                           Orders, including the requirements of Executive Order
                           11246,  the  Vocational  Rehabilitation  Act, and the
                           Vietnam Era Veteran's Readjustment
                           Assistance Act;

                  (2)      Each chemical substance  contained in OEM Products is
                           on the inventory of chemical  substances compiled and
                           published  by  the  Environmental  Protection  Agency
                           pursuant to the Toxic Substances Control Act;

                  (3)      All OEM Products will be shipped in conformance  with
                           government or freight  regulations  and  requirements
                           applicable to chemicals; and

                  (4)      ION Networks, Inc. will provide complete and accurate
                           material safety data sheets prior to shipping any OEM
                           Product.


                                      -18-

<PAGE>

         16.2     Procurement Regulations. For OEM Products purchased under this
                  Agreement for  incorporation  into products to be sold under a
                  federal contract or subcontract,  those applicable procurement
                  regulations that are required by federal statute or regulation
                  to be inserted in  contracts  or  subcontracts  will be deemed
                  incorporated  in  this  Agreement  and  made to  apply  to all
                  Orders.

         16.3     Ozone Depleting Substances. ION Networks, Inc. hereby
                  certifies that no OEM Product nor any component of any OEM
                  Product:

                  (1)      Contains any "Class 1 Substance" or 'Class 2
                           Substance", as those term are defined in 42 USC
                           Section 7671 and implementing regulations of the
                           United States Environmental Protection Agency at 40
                           CFR Part 82, as now in existence or hereafter
                           amended; or

                  (2)      Has been  manufactured  with a process  that uses any
                           Class 1 or Class 2 Substance within the meaning of 42
                           USC Section 7671 and implementing  regulations of the
                           United States  Environmental  Protection Agency at 40
                           CFR  Part  82,  as  now  in  existence  or  hereafter
                           amended.

17.      FORCE MAJEURE EVENTS

         17.1     Delaying  Causes.  Subject to the  provisions of this Article,
                  ION  Networks,  Inc.  will  not be  liable  for any  delay  in
                  performance under this Agreement caused by any "act of God" or
                  other cause beyond ION Networks,  Inc. control and without ION
                  Networks,  Inc.  fault or  negligence  (a  "delaying  cause").
                  Notwithstanding  the above,  ION  Networks,  Inc.  will not be
                  relieved of any  liability for any delay or failure to perform
                  its   defense   obligations   with   respect  to  third  party
                  Intellectual   Property   Rights  or  furnish   remedies   for
                  Infringing Products as described in Article 14 above.

         17.2     HP Option. ION Networks,  Inc. will immediately give HP notice
                  of any  delaying  cause and its best  estimate of the expected
                  duration of such cause.  In the event of a delaying  cause, HP
                  may act in its sole discretion to:

                  (1)      Terminate this Agreement or any part hereof as to OEM
                           Products not shipped; or

                  (2)      Suspend  this  Agreement  in whole or in part for the
                           duration of the delaying cause,  buy similar products
                           elsewhere,  and deduct from any quantities  specified
                           under this Agreement the quantity so purchased.

         17.3     Resumption  Of  Agreement.  If HP  elects  to  purchase  other
                  similar  products  in the event of a  delaying  cause,  HP may
                  resume  performance  under this  Agreement  once

                                      -19-

<PAGE>

                  the delaying cause ceases and extend the Term up to the length
                  of time the delaying cause endured. Unless HP gives notice of
                  termination as provided above within 30 days after notice from
                  ION Networks, Inc. of the delaying cause, HP will be deemed to
                  have elected to suspend this Agreement for the duration of the
                  delaying cause.

18.      EVENTS OF DEFAULT

         18.1     Notice  Of  Breach.  If  either  party  is in  breach  of  any
                  provision of this Agreement,  the  nonbreaching  party may, by
                  notice to the breaching party, except as otherwise  prohibited
                  by the United States  bankruptcy laws,  terminate the whole or
                  any part of this Agreement or any Order,  unless the breaching
                  party cures the breach within 30 days after receipt of notice.

         18.2     Causes Of Breach. For purposes of Section 18.1 above, the term
                  "breach" includes without limitation any:

                  (1)      Proceeding, whether voluntary or involuntary, in
                           bankruptcy or insolvency by or against a party;

                  (2)      Appointment,  with or without a party's consent, of a
                           receiver or an assignee for the benefit of creditors;

                  (3)      Failure by ION  Networks,  Inc. to make a delivery of
                           OEM Products in accordance  with the  requirements of
                           this Agreement or any Order;

                  (4)      Failure by ION  Networks,  Inc.  to replace or repair
                           Noncomplying  Products in a timely manner as required
                           by Article 5 above; or

                  (5)      Other  failure by a party to comply with any material
                           provision of this Agreement with  additional  failure
                           to provide the nonbreaching party, upon request, with
                           reasonable assurances of future performance.

         18.3     HP's  Rights  Upon  Breach.  In the event HP  terminates  this
                  Agreement in whole or in part as provided  above,  in addition
                  to any other remedies provided HP under this Agreement, HP may
                  procure,  upon such terms and in such manner as HP  reasonably
                  deems  appropriate,  products similar to the OEM Product as to
                  which this Agreement is terminated.  ION Networks, Inc. agrees
                  to reimburse HP upon demand for all additional  costs incurred
                  by HP in  purchasing,  qualifying  and  testing  such  similar
                  products.  ION Networks,  Inc.  further agrees to continue the
                  performance  of this  Agreement  to the extent not  terminated
                  under the provisions of this Section.


                                      -20-

<PAGE>

         18.4     Purchase Hold. If any Eligible Purchaser having the right to
                  purchase an OEM Product under this Agreement or under any
                  other agreement with ION Networks, Inc. believes in good faith
                  that an OEM Product is defective, then, irrespective of any
                  other rights provided HP hereunder, HP may implement a
                  purchase hold to suspend purchases of such OEM Products
                  without any liability. Such purchase hold may be removed if HP
                  reasonably believes that ION Networks, Inc. has taken
                  sufficient action to correct the defect or given. sufficient
                  assurances that such defect will be corrected within a
                  reasonable time.

19.      CONFIDENTIAL INFORMATION

         19.1     Confidential  Information.  During  the  Term,  a  party  (the
                  "Recipient") may receive or have access to certain information
                  of the  other  party  (the  "Discloser")  that  is  marked  as
                  "Confidential  Information," including, though not limited to,
                  information  or data  concerning the  Discloser's  products or
                  product plans, business operations,  strategies, customers and
                  related business  information.  The Recipient will protect the
                  confidentiality  of  Confidential  Information  with  the same
                  degree  of  care as the  Recipient  uses  for its own  similar
                  information,  but no less  than a  reasonable  degree of care,
                  under  the  terms  of the  Confidential  Disclosure  Agreement
                  attached as Exhibit F (the  "CDA").  To the extent any term of
                  this  Agreement  conflicts with any term in the CDA, the terms
                  of  this   Agreement   will   control  and  take   precedence.
                  Confidential  Information  may only be used by those employees
                  of the Recipient who have a need to know such  information for
                  the   purposes   related  to  this   Agreement.   The  parties
                  acknowledge  that all Technical  Information and Forecasts are
                  deemed Confidential  Information to be protected for a term of
                  three  (3)  from  the  date of  disclosure.  Upon  request  of
                  disclosure,   Recipient   will   immediately   return   or  at
                  Disclosures option,  destroy  confidential  information in its
                  possession.

         19.2     Exclusions. The foregoing confidentiality obligations will not
                  apply  to any  information  that is (a)  already  known by the
                  Recipient prior to disclosure,  (b) independently developed by
                  the Recipient prior to or independent of the  disclosure,  (c)
                  publicly  available  through  no fault of the  Recipient,  (d)
                  rightfully  received  from a  third  party  with  no  duty  of
                  confidentiality,  (e)  disclosed  by the  Recipient  with  the
                  Discloser's  prior written  approval,  or (f) disclosed  under
                  operation of law.

20.      INSURANCE REQUIREMENTS ION NETWORKS, INC.

         20.1     Insurance   Coverage.   ION   Networks,   Inc.  will  maintain
                  Comprehensive  or  Commercial   General  Liability   Insurance
                  (including  but  not  limited  to  premises  and   operations,
                  products  and  completed  operations,  broad form  contractual
                  liability,  broad form  property  damage and  personal  injury
                  liability)  with a minimum limit of $5,000,000  (five million)
                  combined  single limit per  occurrence  and  $10,000,000

                                      -21-

<PAGE>

                  (ten million) in the aggregate, for claims of bodily injury,
                  including death, and property damage that may arise from use
                  of the OEM Products or acts or omissions of ION Networks, Inc.
                  under this Agreement. Each policy obtained by ION Networks,
                  Inc. will name HP, its officers, directors and employees as
                  additional insured. Such insurance will apply as primary
                  insurance and no other insurance will be called upon to
                  contribute to a loss covered thereunder. In addition, such
                  policies will permit ION Networks, Inc. to waive, on its own
                  behalf and on behalf of its insurers, any rights of
                  subrogation against HP. Such insurance policies will be
                  written with appropriately licensed and financially
                  responsible insurers, and will provide for a minimum of 30
                  days written notice to HP of any cancellation or reduction in
                  coverage. Certificates of insurance evidencing the required
                  coverage and limits will be furnished to HP before any work is
                  commenced hereunder, and ION Networks, Inc. will deliver
                  copies of policies or certificates to the HP contact listed in
                  Exhibit G.

         20.2     Claims Made  Coverage.  If any  policies  have  "claims  made"
                  coverage,  ION Networks,  Inc.  will maintain such  coverage's
                  with HP named as an additional  insured for a minimum of three
                  years after  termination of this Agreement.  Any such coverage
                  must have a retroactive date no later than the date upon which
                  work commenced under this Agreement.

         20.3     Additional Requirements. All deductibles on policies providing
                  coverage will be paid by ION  Networks,  Inc. In the event ION
                  Networks,  Inc.  is self  insured  for  matters  described  in
                  Section  20.1,  ION  Networks,  Inc.  agrees to respond to any
                  claims or losses  made  against or  incurred by HP in the same
                  fashion as if insurance  had been  purchased  with the same or
                  broader  coverage  terms than what is  generally  available to
                  similar ION Networks,  Inc. In no event will the coverage's or
                  limits of any insurance  required  under this Article,  or the
                  lack or  unavailability  of any other insurance,  be deemed to
                  limit or diminish ION Networks,  Inc. obligations or liability
                  to HP under this Agreement.

21.      LIMITATION OF LIABILITY

         UNLESS OTHERWISE STATED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE
         FOR ANY SPECIAL OR  CONSEQUENTIAL  DAMAGES OF THE OTHER  ARISING OUT OF
         ANY  PERFORMANCE  OF THIS AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS
         OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE
         BASED ON TORT,  WARRANTY,  CONTRACT OR ANY OTHER LEGAL THEORY,  EVEN IF
         ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING THE ABOVE,
         ION  NETWORKS,  INC.  WILL BE  RESPONSIBLE  FOR ANY DAMAGES OF ANY KIND
         INCLUDED IN AN AWARD OR SETTLEMENT OF A THIRD PARTY CLAIM UNDER ARTICLE
         14 ABOVE.

                                      -22-

<PAGE>

22.      TERMINATION

         22.1     Outstanding  Orders. All Orders issued prior to the expiration
                  of this Agreement must be fulfilled pursuant to and subject to
                  the terms of this  Agreement,  even if the Delivery  Dates are
                  after  expiration.  Upon termination of this Agreement for ION
                  Networks,  Inc. breach, HP may cancel any outstanding Order or
                  require  Orders to be  fulfilled  even if a  Delivery  Date is
                  after the date of termination.

         22.2     Return Of HP Property.  ION Networks,  Inc. must return all HP
                  Property  to HP  upon  expiration  or  termination.  All  such
                  property  must be in good  condition,  normal  wear  and  tear
                  excepted.  HP will  determine  the  manner and  procedure  for
                  return. HP will bear all return freight costs if return is due
                  to HP convenience or an uncured breach by HP.  Otherwise,  ION
                  Networks, Inc. will bear all such costs.

         22.3     Surviving Provisions.  Notwithstanding the expiration or early
                  termination  of  this  Agreement,   the  provisions  regarding
                  Warranties in Article 9, Support in Article 10,  Manufacturing
                  Rights in Article 11,  Marketing  and Licensing in Article 13,
                  Intellectual  Property  in  Article  14,   Confidentiality  in
                  Article 19, Insurance  Requirements in Article 20,  Limitation
                  of Liability in Article 21, and the  Miscellaneous  provisions
                  below will each survive in accordance with their terms.

23.      MISCELLANEOUS

         23.1     Notices.  All notices to be given under this Agreement must be
                  in  writing  addressed  to the  receiving  party's  designated
                  recipient  specified in Exhibit G.  Notices are validly  given
                  upon the earlier of confirmed  receipt by the receiving  party
                  or [three  days] [or seven days,  for  international  notices]
                  after dispatch by courier or certified mail,  postage prepaid,
                  properly addressed to the receiving party. Notices may also be
                  delivered  by telefax  and will be validly  given upon oral or
                  written  confirmation of receipt.  Either party may change its
                  address for  purposes of notice by giving  notice to the other
                  party in accordance with these provisions.

         23.2     Exhibits.  Each Exhibit attached to this Agreement is deemed a
                  part  of  this  Agreement  and  incorporated  herein  wherever
                  reference to it is made.

         23.3     Independent  Contractors.  The  relationship  of  the  parties
                  established  under  this  Agreement  is  that  of  independent
                  contractors and neither party is a partner, employee, agent or
                  joint venturer of or with the other. Nothing in this Agreement
                  precludes   either   party  from   independently   developing,
                  manufacturing,  selling or supporting  products similar to the
                  OEM Products.


                                      -23-

<PAGE>

         23.4     Assignment.

                  Neither this  Agreement nor any right,  license,  privilege or
                  obligation  provided  herein may be assigned,  transferred  or
                  shared by either party without the other party's prior written
                  consent, and any attempted assignment or transfer is void. Any
                  merger,    consolidation,    reorganization,    transfer    of
                  substantially  all  assets  of a  party,  or other  change  in
                  control or ownership  will be considered an assignment for the
                  purposes  of this  Agreement  {other  than an HP merger into a
                  wholly owned subsidiary}.  HP hereby gives its written consent
                  to transfer of ION  Networks,  Inc.'s  rights and  obligations
                  under   this   Agreement   through   merger,    consolidation,
                  reorganization or transfer of all assets to a successor entity
                  named Ion Networks Inc. This  Agreement will be binding on the
                  successors  and permitted  assigns of the parties and the name
                  of the party  appearing  herein  will be deemed to include the
                  names of such party's  successors or permitted  assigns to the
                  extent necessary to carry out the intent of this Agreement.

         23.5     No Waiver. The waiver of any term, condition,  or provision of
                  this  Agreement must be in writing and signed by an authorized
                  representative  of the waiving party. Any such waiver will not
                  be  construed  as a waiver of any other  term,  condition,  or
                  provision  except as provided  in writing,  nor as a waiver of
                  any  subsequent  breach  of  the  same  term,  condition,   or
                  provision.

         23.6     Reference To Days.  All references in this Agreement to "days"
                  will, unless otherwise specified herein, mean calendar days.

         23.7     Headings.  The Section headings used in this Agreement are for
                  convenience of reference  only.  They will not limit or extend
                  the meaning of any provision of this  Agreement,  and will not
                  be relevant in interpreting any provision of this Agreement.

         23.8     No Publication. Neither party may publicize or disclose to any
                  third party,  without the written  consent of the other party,
                  the terms of this Agreement.  Without  limiting the generality
                  of the  foregoing  sentence,  no  press  releases  may be made
                  without the mutual written consent of each party.

         23.9      Severability. If any provision in this Agreement is held
                  invalid or unenforceable by a body of competent jurisdiction,
                  such provision will be construed, limited or, if necessary,
                  severed to the extent necessary to eliminate such invalidity
                  or unenforceability. The parties agree to negotiate in good
                  faith a valid, enforceable substitute provision that most
                  nearly effects the parties original intent in entering into
                  this Agreement or to provide an equitable adjustment in the
                  event no such provision can be added. The other provisions of
                  this Agreement will remain in full force and effect.


                                      -24-

<PAGE>

         23.10    Entire   Agreement.   This  Agreement   comprises  the  entire
                  understanding  between the parties with respect to its subject
                  matters   and   supersedes   any   previous    communications,
                  representations,  or agreements,  whether oral or written. For
                  purposes of  construction,  this  Agreement  will be deemed to
                  have been drafted by both  parties.  No  modification  of this
                  Agreement  will be binding on either  party  unless in writing
                  and signed by an authorized representative of each party.

         23.11    Governing Law. This Agreement will be governed in all respects
                  by the laws of California, U.S.A. without reference to any
                  choice of laws provisions.


APPROVED AND AGREED TO:
----------------------

ION NETWORKS, Inc.                                 HEWLETT-PACKARD COMPANY
                                                   BCC Server Manufacturing Unit

By:/s/ Steve B. Gray                               By: /s/ Margie Mourfield
       ------------------                              -------------------------
       Steve B. Gray                                   Margie Mourfield
      Title: ION Networks, Inc., President & CEO      Title: Procurement Manager



                                      -25-