THE SECURITIES  REPRESENTED  HEREBY MAY NOT BE  TRANSFERRED  UNLESS (I)
SUCH  SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF
1933, AS AMENDED,  (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K),  OR
(III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY  SATISFACTORY TO
IT THAT SUCH  TRANSFER  MAY  LAWFULLY  BE MADE  WITHOUT  REGISTRATION  UNDER THE
SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

         SUBJECT TO THE  PROVISIONS OF SECTION 10 HEREOF,  THIS WARRANT SHALL BE
VOID AFTER 5:00 P.M. EASTERN TIME ON MARCH 31, 2010 (the "EXPIRATION DATE").

No. __________


                               ION NETWORKS, INC.

                      WARRANT TO PURCHASE _______ SHARES OF
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

         For VALUE RECEIVED, ____________________ ("Warrantholder"), is entitled
to purchase, subject to the provisions of this Warrant, from Ion Networks, Inc.,
a  Delaware  corporation  ("Company"),  at any time not later  than  5:00  P.M.,
Eastern time, on the Expiration  Date (as defined  above),  at an exercise price
per share equal to $0.23 (the  exercise  price in effect being herein called the
"Warrant  Price"),  ______ shares  ("Warrant  Shares") of the  Company's  Common
Stock, par value $0.001 per share ("Common Stock"). The number of Warrant Shares
purchasable upon exercise of this Warrant and the Warrant Price shall be subject
to adjustment from time to time as described herein.

         Section 1.  Registration.  The  Company  shall  maintain  books for the
transfer  and  registration  of the Warrant.  Upon the initial  issuance of this
Warrant,  the Company  shall issue and  register  the Warrant in the name of the
Warrantholder.

         Section  2.  Transfers.   As  provided  herein,  this  Warrant  may  be
transferred only pursuant to a registration statement filed under the Securities
Act of 1933,  as amended  (the  "Securities  Act"),  or an  exemption  from such
registration.  Subject to such  restrictions,  the Company  shall  transfer this
Warrant  from time to time upon the books to be  maintained  by the  Company for
that  purpose,   upon  surrender  thereof  for  transfer  properly  endorsed  or
accompanied by appropriate instructions for transfer and such other documents as
may be  reasonably  required  by the  Company,  including,  if  required  by the
Company,  an opinion of its counsel to the effect  that such  transfer is exempt
from the registration requirements of the Securities Act, to establish that such
transfer is being made in accordance  with the terms  hereof,  and a new Warrant
shall be issued to the transferee and the surrendered  Warrant shall be canceled
by the Company.
<PAGE>

         Section 3. Exercise of Warrant.  Subject to the provisions  hereof, the
Warrantholder may exercise this Warrant in whole or in part at any time prior to
its expiration upon surrender of the Warrant, together with delivery of the duly
executed  Warrant  exercise  form attached  hereto as Appendix A (the  "Exercise
Agreement") and payment by cash,  certified check or wire transfer of funds (or,
in certain  circumstances,  by  cash-less  exercise as  provided  below) for the
aggregate  Warrant Price for that number of Warrant Shares then being purchased,
to the Company during normal business hours on any business day at the Company's
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the  Warrantholder).  The Warrant Shares so purchased
shall  be  deemed  to be  issued  to the  Warrantholder  or the  Warrantholder's
designee, as the record owner of such shares, as of the close of business on the
date on which this  Warrant  shall have been  surrendered  (or evidence of loss,
theft or  destruction  thereof and  security or  indemnity  satisfactory  to the
Company),  the  Warrant  Price shall have been paid and the  completed  Exercise
Agreement  shall have been  delivered.  Certificates  for the Warrant  Shares so
purchased, representing the aggregate number of shares specified in the Exercise
Agreement, shall be delivered to the Warrantholder within a reasonable time, not
exceeding  three (3)  business  days,  after  this  Warrant  shall  have been so
exercised.  The certificates so delivered shall be in such  denominations as may
be requested by the  Warrantholder  and shall be  registered  in the name of the
Warrantholder or such other name as shall be designated by the Warrantholder. If
this Warrant shall have been exercised only in part,  then,  unless this Warrant
has expired,  the Company shall, at its expense, at the time of delivery of such
certificates, deliver to the Warrantholder a new Warrant representing the number
of shares with respect to which this Warrant shall not then have been exercised.
As used herein,  "business day" means a day, other than a Saturday or Sunday, on
which banks in New York City are open for the general  transaction  of business.
Each exercise hereof shall constitute the  re-affirmation  by the  Warrantholder
that the representations  and warranties  contained in Section 5 of the Purchase
Agreement (as defined below) are true and correct in all material  respects with
respect to the Warrantholder as of the time of such exercise.

         Section  4.  Compliance  with the  Securities  Act of 1933.  Except  as
provided in the Purchase Agreement (as defined below), the Company may cause the
legend  set  forth on the  first  page of this  Warrant  to be set forth on each
Warrant or similar  legend on any security  issued or issuable  upon exercise of
this  Warrant,  unless  counsel for the Company is of the opinion as to any such
security that such legend is unnecessary.

         Section 5. Payment of Taxes. The Company will pay any documentary stamp
taxes  attributable to the initial  issuance of Warrant Shares issuable upon the
exercise  of the  Warrant;  provided,  however,  that the  Company  shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the  Warrantholder  in respect of which such  shares are
issued,  and in such case, the Company shall not be required to issue or deliver
any  certificate  for Warrant Shares or any Warrant until the person  requesting
the same has paid to the  Company the amount of such tax or has  established  to
the  Company's  reasonable  satisfaction  that  such  tax  has  been  paid.  The
Warrantholder shall be responsible for income taxes due under federal,  state or
other law, if any such tax is due.




                                      -2-
<PAGE>

         Section 6. Mutilated or Missing Warrants. In case this Warrant shall be
mutilated,  lost, stolen, or destroyed,  the Company shall issue in exchange and
substitution of and upon  cancellation of the mutilated  Warrant,  or in lieu of
and  substitution  for the Warrant lost,  stolen or destroyed,  a new Warrant of
like tenor and for the  purchase  of a like number of Warrant  Shares,  but only
upon receipt of evidence  reasonably  satisfactory  to the Company of such loss,
theft or  destruction  of the  Warrant,  and with  respect to a lost,  stolen or
destroyed  Warrant,  reasonable  indemnity  or bond  with  respect  thereto,  if
requested by the Company.

         Section 7. Reservation of Common Stock.  The Company hereby  represents
and  warrants  that  there  have been  reserved,  and the  Company  shall at all
applicable  times keep reserved until issued (if necessary) as  contemplated  by
this  Section 7, out of the  authorized  and  unissued  shares of Common  Stock,
sufficient  shares  to  provide  for the  exercise  of the  rights  of  purchase
represented  by this Warrant.  The Company agrees that all Warrant Shares issued
upon due  exercise  of the  Warrant  shall  be, at the time of  delivery  of the
certificates  for such Warrant Shares,  duly authorized,  validly issued,  fully
paid and non-assessable shares of Common Stock of the Company.

         Section 8. Adjustments.  Subject and pursuant to the provisions of this
Section  8, the  Warrant  Price and  number of  Warrant  Shares  subject to this
Warrant  shall  be  subject  to  adjustment  from  time  to  time  as set  forth
hereinafter.

                  (a) If the  Company  shall,  at any time or from  time to time
while this Warrant is outstanding,  pay a dividend or make a distribution on its
Common Stock in shares of Common  Stock,  subdivide  its  outstanding  shares of
Common Stock into a greater number of shares or combine its  outstanding  shares
of Common Stock into a smaller number of shares or issue by  reclassification of
its  outstanding  shares  of  Common  Stock  any  shares  of its  capital  stock
(including  any such  reclassification  in connection  with a  consolidation  or
merger in which the Company is the continuing  corporation),  then the number of
Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in
effect  immediately  prior to the date  upon  which  such  change  shall  become
effective, shall be adjusted by the Company so that the Warrantholder thereafter
exercising  the  Warrant  shall be  entitled  to receive the number of shares of
Common Stock or other capital stock which the Warrantholder  would have received
if the Warrant had been exercised  immediately  prior to such event upon payment
of a Warrant  Price that has been  adjusted to reflect a fair  allocation of the
economics of such event to the  Warrantholder.  Such  adjustments  shall be made
successively whenever any event listed above shall occur.

                  (b) If any  capital  reorganization,  reclassification  of the
capital  stock of the Company  (other than a  transaction  covered in clause (a)
above), consolidation or merger of the Company with another corporation in which
the Company is not the survivor (or if it is the survivor,  the shares of Common
Stock are converted  into cash or other  property in connection  therewith),  or
sale, transfer or other disposition of all or substantially all of the Company's
assets to another  corporation  shall be effected,  then, as a condition of such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition,   lawful  and  adequate   provision  shall  be  made  whereby  each
Warrantholder  shall  thereafter have the right to purchase and receive upon the
basis and upon the  terms and  conditions  herein  specified  and in lieu of the
Warrant Shares  immediately  theretofore  issuable upon exercise of the Warrant,



                                      -3-
<PAGE>

such  shares of stock,  securities  or assets  as would  have been  issuable  or
payable with  respect to or in exchange for a number of Warrant  Shares equal to
the number of Warrant Shares immediately  theretofore  issuable upon exercise of
the Warrant, had such reorganization,  reclassification,  consolidation, merger,
sale,  transfer  or other  disposition  not  taken  place,  and in any such case
appropriate  provision shall be made with respect to the rights and interests of
each  Warrantholder to the end that the provisions  hereof  (including,  without
limitation,  provision for adjustment of the Warrant Price) shall  thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares
of stock,  securities or assets thereafter deliverable upon the exercise hereof.
The Company shall not effect any such consolidation,  merger,  sale, transfer or
other  disposition  unless  prior to or  simultaneously  with  the  consummation
thereof the successor  corporation  (if other than the Company)  resulting  from
such  consolidation  or  merger,  or the  corporation  purchasing  or  otherwise
acquiring  such assets or other  appropriate  corporation or entity shall assume
the  obligation  to deliver  to the  Warrantholder,  at the last  address of the
Warrantholder  appearing  on the  books of the  Company,  such  shares of stock,
securities  or assets  as, in  accordance  with the  foregoing  provisions,  the
Warrantholder may be entitled to purchase,  and the other obligations under this
Warrant.  The  provisions  of  this  paragraph  (b)  shall  similarly  apply  to
successive reorganizations,  reclassifications,  consolidations, mergers, sales,
transfers or other dispositions.

                  (c) In case  the  Company  shall  fix a  payment  date for the
making of a  distribution  to all holders of Common  Stock  (including  any such
distribution  made in  connection  with a  consolidation  or merger in which the
Company is the continuing  corporation)  of evidences of  indebtedness or assets
(other than cash  dividends or cash  distributions  payable out of  consolidated
earnings or earned surplus or dividends or distributions  referred to in Section
8(a)),  or  subscription  rights or warrants,  the Warrant Price to be in effect
after such payment date shall be determined by multiplying  the Warrant Price in
effect  immediately  prior to such payment date by a fraction,  the numerator of
which shall be the total number of shares of Common Stock outstanding multiplied
by the Market  Price (as defined  below) per share of Common  Stock  immediately
prior to such payment  date,  less the fair market value (as  determined  by the
Company's  Board of  Directors  in good  faith) of said assets or  evidences  of
indebtedness so distributed, or of such subscription rights or warrants, and the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding   multiplied  by  such  Market  Price  per  share  of  Common  Stock
immediately  prior to such payment date.  "Market Price" as of a particular date
(the "Valuation Date") shall mean the following: (a) if the Common Stock is then
listed on a national  stock  exchange,  the  closing  sale price of one share of
Common  Stock on such  exchange on the last  trading day prior to the  Valuation
Date;  (b) if the Common Stock is then quoted on The Nasdaq Stock  Market,  Inc.
("Nasdaq"),  the National  Association of Securities Dealers,  Inc. OTC Bulletin
Board (the  "Bulletin  Board") or such  similar  exchange  or  association,  the
closing sale price of one share of Common Stock on Nasdaq, the Bulletin Board or
such  other  exchange  or  association  on the  last  trading  day  prior to the
Valuation  Date or, if no such closing sale price is  available,  the average of
the high bid and the low asked  price  quoted  thereon on the last  trading  day
prior to the Valuation  Date; or (c) if the Common Stock is not then listed on a
national  stock  exchange or quoted on Nasdaq,  the Bulletin Board or such other
exchange or  association,  the fair market value of one share of Common Stock as
of the  Valuation  Date,  shall be  determined  in good  faith  by the  Board of
Directors of the Company and the Warrantholder.  If the Common Stock is not then
listed on a  national  securities  exchange,  the  Bulletin  Board or such other
exchange or  association,  the Board of Directors of the Company  shall  respond
promptly,  in writing,  to an inquiry by the Warrantholder prior to the exercise
hereunder as to the fair market  value of a share of Common Stock as  determined
by the  Board of  Directors  of the  Company.  In the  event  that the  Board of
Directors of the Company and the Warrantholder are unable to agree upon the fair
market value in respect of subpart (c) hereof, the Company and the Warrantholder
shall  jointly  select an appraiser,  who is  experienced  in such matters.  The
decision of such appraiser shall be final and  conclusive,  and the cost of such
appraiser  shall be borne  equally by the  Company and the  Warrantholder.  Such
adjustment shall be made successively whenever such a payment date is fixed.

                                      -4-
<PAGE>

                  (d) An adjustment to the Warrant Price shall become  effective
immediately  after the payment date in the case of each dividend or distribution
and  immediately  after the effective date of each other event which requires an
adjustment.

                  (e) In the  event  that,  as a result  of an  adjustment  made
pursuant to this Section 8, the  Warrantholder  shall become entitled to receive
any shares of capital  stock of the Company  other than shares of Common  Stock,
the number of such other  shares so  receivable  upon  exercise of this  Warrant
shall be subject  thereafter to adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Warrant Shares contained in this Warrant.

                  (f)  Except as  provided  in  subsection  (g)  hereof,  if and
whenever  the Company  shall  issue or sell,  or is, in  accordance  with any of
subsections  (f)(l) through  (f)(7)  hereof,  deemed to have issued or sold, any
shares of Common Stock for no  consideration  or for a  consideration  per share
less  than the  Warrant  Price in effect  immediately  prior to the time of such
issue  or  sale,  then  and  in  each  such  case  (a  "Trigger  Issuance")  the
then-existing  Warrant Price,  shall be reduced,  as of the close of business on
the  effective  date of the Trigger  Issuance,  to the lowest price per share at
which  any share of  Common  Stock was  issued or sold or deemed to be issued or
sold; provided,  however,  that in no event shall the Warrant Price after giving
effect to such  Trigger  Issuance be greater  than the  Warrant  Price in effect
prior to such Trigger Issuance.

                  For purposes of this subsection (f), the following subsections
(f)(l) to (f)(7) shall also be applicable:

                           (f)(1) Issuance of Rights or Options.  In case at any
                  time the Company  shall in any manner grant  (directly and not
                  by assumption in a merger or otherwise)  any warrants or other
                  rights to subscribe for or to purchase, or any options for the
                  purchase of, Common Stock or any stock or security convertible
                  into or exchangeable  for Common Stock (such warrants,  rights
                  or options  being called  "Options"  and such  convertible  or
                  exchangeable  stock or  securities  being called  "Convertible
                  Securities")  whether  or not  such  Options  or the  right to
                  convert  or  exchange  any  such  Convertible  Securities  are
                  immediately  exercisable,  and the  price  per share for which
                  Common Stock is issuable  upon the exercise of such Options or
                  upon the conversion or exchange of such Convertible Securities
                  (determined   by  dividing   (i)  the  sum  (which  sum  shall
                  constitute  the  applicable  consideration)  of (x) the  total



                                      -5-
<PAGE>

                  amount,  if any,  received  or  receivable  by the  Company as
                  consideration  for the granting of such Options,  plus (y) the
                  aggregate  amount of additional  consideration  payable to the
                  Company  upon the exercise of all such  Options,  plus (z), in
                  the  case  of  such  Options   which  relate  to   Convertible
                  Securities,  the aggregate amount of additional consideration,
                  if any,  payable  upon the  issue or sale of such  Convertible
                  Securities  and upon the  conversion or exchange  thereof,  by
                  (ii) the total  maximum  number  of  shares  of  Common  Stock
                  issuable  upon  the  exercise  of such  Options  or  upon  the
                  conversion  or  exchange  of all such  Convertible  Securities
                  issuable upon the exercise of such Options) shall be less than
                  the Warrant Price in effect  immediately  prior to the time of
                  the granting of such Options,  then the total number of shares
                  of Common Stock  issuable upon the exercise of such Options or
                  upon  conversion  or  exchange  of the  total  amount  of such
                  Convertible  Securities  issuable  upon the  exercise  of such
                  Options shall be deemed to have been issued for such price per
                  share  as of the  date  of  granting  of such  Options  or the
                  issuance of such  Convertible  Securities and thereafter shall
                  be deemed to be  outstanding  for  purposes of  adjusting  the
                  Warrant  Price.  Except as  otherwise  provided in  subsection
                  8(f)(3), no adjustment of the Warrant Price shall be made upon
                  the actual issue of such Common  Stock or of such  Convertible
                  Securities  upon  exercise of such  Options or upon the actual
                  issue of such Common Stock upon conversion or exchange of such
                  Convertible Securities.

                           (f)(2)  Issuance of Convertible  Securities.  In case
                  the Company  shall in any manner  issue  (directly  and not by
                  assumption in a merger or  otherwise) or sell any  Convertible
                  Securities,  whether or not the rights to  exchange or convert
                  any such Convertible  Securities are immediately  exercisable,
                  and the price per share  for which  Common  Stock is  issuable
                  upon such  conversion or exchange  (determined by dividing (i)
                  the  sum   (which   sum  shall   constitute   the   applicable
                  consideration)  of (x) the total amount received or receivable
                  by the Company as consideration  for the issue or sale of such
                  Convertible  Securities,  plus  (y) the  aggregate  amount  of
                  additional consideration,  if any, payable to the Company upon
                  the conversion or exchange  thereof,  by (ii) the total number
                  of shares of Common  Stock  issuable  upon the  conversion  or
                  exchange  of all such  Convertible  Securities)  shall be less
                  than the Warrant Price in effect immediately prior to the time
                  of such issue or sale, then the total maximum number of shares
                  of Common Stock  issuable  upon  conversion or exchange of all
                  such  Convertible  Securities  shall be  deemed  to have  been
                  issued for such price per share as of the date of the issue or
                  sale of such  Convertible  Securities and thereafter  shall be
                  deemed to be outstanding for purposes of adjusting the Warrant
                  Price,  provided  that (a)  except as  otherwise  provided  in
                  subsection  8(f)(3),  no adjustment of the Warrant Price shall
                  be made upon the actual  issuance  of such  Common  Stock upon
                  conversion or exchange of such Convertible  Securities and (b)
                  no further  adjustment  of the Warrant  Price shall be made by
                  reason of the  issue or sale of  Convertible  Securities  upon
                  exercise  of any  Options  to  purchase  any such  Convertible
                  Securities  for which  adjustments  of the Warrant  Price have
                  been made pursuant to the other provisions of subsection 8(f).

                                      -6-
<PAGE>

                           (f)(3)  Change in Option  Price or  Conversion  Rate.
                  Upon the happening of any of the following events,  namely, if
                  the purchase price  provided for in any Option  referred to in
                  subsection  8(f)(l) hereof, the additional  consideration,  if
                  any,   payable  upon  the   conversion   or  exchange  of  any
                  Convertible  Securities  referred to in subsections 8(f)(l) or
                  8(f)(2), or the rate at which Convertible  Securities referred
                  to in subsections  8(f)(l) or 8(f)(2) are convertible  into or
                  exchangeable  for  Common  Stock  shall  change  at  any  time
                  (including,  but not limited to, changes under or by reason of
                  provisions designed to protect against dilution),  the Warrant
                  Price in effect at the time of such event shall  forthwith  be
                  readjusted  to the  Warrant  Price  which  would  have been in
                  effect at such time had such Options or Convertible Securities
                  still  outstanding  provided for such changed  purchase price,
                  additional  consideration  or conversion rate, as the case may
                  be, at the time  initially  granted,  issued  or sold.  On the
                  termination  of any Option for which any  adjustment  was made
                  pursuant  to this  subsection  8(f) or any right to convert or
                  exchange  Convertible  Securities for which any adjustment was
                  made  pursuant  to this  subsection  8(f)  (including  without
                  limitation  upon the redemption or purchase for  consideration
                  of such  Convertible  Securities by the Company),  the Warrant
                  Price then in effect  hereunder  shall forthwith be changed to
                  the Warrant  Price which would have been in effect at the time
                  of such termination had such Option or Convertible Securities,
                  to  the   extent   outstanding   immediately   prior  to  such
                  termination, never been issued.

                           (f)(4) Stock Dividends.  Subject to the provisions of
                  this  Section  8(f),  in case  the  Company  shall  declare  a
                  dividend or make any other  distribution upon any stock of the
                  Company (other than the Common Stock) payable in Common Stock,
                  Options  or  Convertible  Securities  in  a  circumstance  not
                  covered by Section  8(c),  then any Common  Stock,  Options or
                  Convertible  Securities,  as the  case  may  be,  issuable  in
                  payment of such  dividend or  distribution  shall be deemed to
                  have been  issued  or sold  without  consideration;  provided,
                  however,   that  any  shares  of  Common  Stock  issued  as  a
                  payment-in-kind  dividend  shall be deemed to have been issued
                  for a  consideration  per  share  equal to the  amount  of the
                  dividend  divided  by the  number of  shares  of Common  Stock
                  issued in payment of such dividend.

                           (f)(5) Consideration for Stock. In case any shares of
                  Common  Stock,  Options  or  Convertible  Securities  shall be
                  issued or sold for cash, the  consideration  received therefor
                  shall be deemed to be the net amount  received  by the Company
                  therefor,  after deduction  therefrom of any expenses incurred
                  or any underwriting commissions or concessions paid or allowed
                  by the Company in connection therewith.  In case any shares of
                  Common  Stock,  Options  or  Convertible  Securities  shall be
                  issued or sold for a consideration other than cash, the amount
                  of the  consideration  other than cash received by the Company
                  shall be deemed to be the fair value of such  consideration as
                  determined  in good  faith by the  Board of  Directors  of the
                  Company,  after  deduction  of any  expenses  incurred  or any
                  underwriting commissions or concessions paid or allowed by the
                  Company in connection therewith.  In case any Options shall be
                  issued  in  connection  with  the  issue  and  sale  of  other
                  securities of the Company,  together  comprising  one integral



                                      -7-
<PAGE>

                  transaction,  such Options shall be deemed to have been issued
                  for a  consideration  equal  to the fair  market  value of the
                  Options (as determined using the Black-Scholes  option pricing
                  model or another method  mutually agreed to by the Company and
                  the  Warrantholder)  and the consideration for which the other
                  securities  shall  be  deemed  to have  been  issued  shall be
                  reduced  accordingly;  provided,  however,  that the  price at
                  which  shares of Common  Stock  issuable  upon the exercise of
                  such Options shall be deemed to be issued shall continue to be
                  governed by clause (f)(1) above. The Board of Directors of the
                  Company shall respond promptly,  in writing,  to an inquiry by
                  the  Warrantholder  as to the  fair  market  value of any such
                  Options.  In the  event  that the  Board of  Directors  of the
                  Company  and the  Warrantholder  are  unable to agree upon the
                  fair  market  value  of  such  Options,  the  Company  and the
                  Warrantholder  shall  jointly  select  an  appraiser,  who  is
                  experienced  in such matters.  The decision of such  appraiser
                  shall be final and conclusive,  and the cost of such appraiser
                  shall be borne evenly by the Company and the Warrantholder.

                           (f)(6)  Record Date. In case the Company shall take a
                  record of the  holders of its Common  Stock for the purpose of
                  entitling them (i) to receive a dividend or other distribution
                  payable in Common Stock, Options or Convertible  Securities or
                  (ii) to subscribe  for or purchase  Common  Stock,  Options or
                  Convertible Securities,  then such record date shall be deemed
                  to be the date of the  issue or sale of the  shares  of Common
                  Stock deemed to have been issued or sold upon the  declaration
                  of such dividend or the making of such other  distribution  or
                  the date of the  granting  of such  right of  subscription  or
                  purchase, as the case may be.

                           (f)(7)  Treasury  Shares.  The  number  of  shares of
                  Common Stock  outstanding  at any given time shall not include
                  shares  owned or held by or for the  account of the Company or
                  any of its wholly-owned  subsidiaries,  and the disposition of
                  any such shares  (other than the  cancellation  or  retirement
                  thereof)  shall be considered an issue or sale of Common Stock
                  for the purpose of this subsection (f).

                  (g)  Anything  herein  to the  contrary  notwithstanding,  the
Company shall not be required to make any adjustment of the Warrant Price in the
case of the  issuance of (A) capital  stock,  Options,  Convertible  Securities,
stock appreciation rights or phantom stock rights issued to directors, officers,
employees or  consultants  of the Company in  connection  with their  service as
directors of the Company,  their employment by the Company or their retention as
consultants by the Company pursuant to an equity compensation program,  contract
or  arrangement  approved  by the  Board  of  Directors  of the  Company  or the
compensation  committee of the Board of Directors of the Company,  (B) shares of
Common Stock issued upon the  conversion  or exercise of Options or  Convertible
Securities  issued prior to the date hereof,  provided such  securities  are not
amended  after the date hereof to increase  the number of shares of Common Stock
issuable  thereunder or to lower the exercise or conversion  price thereof,  (C)
securities  issued pursuant to that certain  Purchase  Agreement dated March 31,
2005,  among  the  Company  and  the  Investors  named  therein  (the  "Purchase
Agreement")  and  securities  issued upon the  exercise or  conversion  of those
securities,  (D)  securities  upon  a  reorganization,   merger,  consolidation,
exchange of shares or other combination, (E) securities in exchange for property
or services or in connection  with an acquisition of business or technology made
by the  Company  or issued as an  adjunct to a bank  financing,  (F)  securities
pursuant to any  licensing  arrangements,  equipment  financing  or research and
development  transactions,  the  primary  purpose of which is not the raising of
capital  and (G)  shares  of Common  Stock  issued  or  issuable  by reason of a
dividend,  stock split or other distribution on shares of Common Stock (but only
to the  extent  that  such a  dividend,  split  or  distribution  results  in an
adjustment  in the  Warrant  Price  pursuant  to the  other  provisions  of this
Warrant) (collectively, "Excluded Issuances").

                                      -8-
<PAGE>

                  (h) Upon any  adjustment  to the  Warrant  Price  pursuant  to
Section 8(f) above, the number of Warrant Shares purchasable  hereunder shall be
adjusted by multiplying such number by a fraction,  the numerator of which shall
be the Warrant  Price in effect  immediately  prior to such  adjustment  and the
denominator  of  which  shall  be  the  Warrant  Price  in  effect   immediately
thereafter.

         Section 9.  Fractional  Interest.  The Company shall not be required to
issue  fractions  of Warrant  Shares upon the exercise of this  Warrant.  If any
fractional  share of Common Stock would,  except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise,  the Company,  in
lieu  of  delivering  such  fractional  share,   shall  pay  to  the  exercising
Warrantholder  an amount in cash  equal to the Market  Price of such  fractional
share of Common Stock on the date of exercise.

         Section 10. Extension of Expiration Date. If the Company fails to cause
any Registration  Statement  covering  Registrable  Securities (unless otherwise
defined  herein,  capitalized  terms are as defined in the  Registration  Rights
Agreement relating to the Warrant Shares (the "Registration  Rights Agreement"))
to be declared effective prior to the applicable dates set forth therein,  or if
any of the events  specified  in Section  2(c)(ii)  of the  Registration  Rights
Agreement occurs, and the Blackout Period (whether alone, or in combination with
any  other  Blackout  Period)  continues  for more  than 60 days in any 12 month
period,  or for more than a total of 90 days,  then the Expiration  Date of this
Warrant  shall be  extended  one day for each day  beyond  the  60-day or 90-day
limits, as the case may be, that the Blackout Period continues.

         Section 11.  Benefits.  Nothing in this  Warrant  shall be construed to
give  any  person,   firm  or  corporation  (other  than  the  Company  and  the
Warrantholder)  any legal or equitable  right,  remedy or claim, it being agreed
that this Warrant shall be for the sole and exclusive benefit of the Company and
the Warrantholder.

         Section 12. Notices to  Warrantholder.  Upon the happening of any event
requiring an adjustment of the Warrant  Price,  the Company shall  promptly give
written  notice  thereof to the  Warrantholder  at the address  appearing in the
records of the  Company,  stating the  adjusted  Warrant  Price and the adjusted
number of  Warrant  Shares  resulting  from  such  event  and  setting  forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based.  Failure to give such notice to the  Warrantholder  or any
defect  therein  shall not  affect  the  legality  or  validity  of the  subject
adjustment.

                                      -9-
<PAGE>

         Section 13.  Identity of Transfer  Agent.  The  Transfer  Agent for the
Common Stock is American Stock Transfer and Trust Company.  Upon the appointment
of any  subsequent  transfer  agent for the Common  Stock or other shares of the
Company's  capital  stock  issuable  upon the exercise of the rights of purchase
represented  by the  Warrant,  the  Company  will  mail to the  Warrantholder  a
statement setting forth the name and address of such transfer agent.

         Section 14. Notices.  Unless otherwise provided, any notice required or
permitted  under  this  Warrant  shall be given in  writing  and shall be deemed
effectively  given as hereinafter  described (i) if given by personal  delivery,
then such  notice  shall be deemed  given upon such  delivery,  (ii) if given by
telex or  facsimile,  then such  notice  shall be deemed  given upon  receipt of
confirmation of complete  transmittal,  (iii) if given by mail, then such notice
shall be deemed  given  upon the  earlier of (A)  receipt of such  notice by the
recipient  or (B) three days after such notice is deposited in first class mail,
postage prepaid,  and (iv) if given by an internationally  recognized  overnight
air  courier,  then such notice  shall be deemed  given one  business  day after
delivery to such carrier.  All notices shall be addressed as follows:  if to the
Warrantholder,  at its address as set forth in the  Company's  books and records
and, if to the Company,  at the address as follows,  or at such other address as
the  Warrantholder  or the Company may  designate by ten days'  advance  written
notice to the other:

                           If to the Company:

                                    Ion Networks, Inc.
                                    120 Corporate Boulevard
                                    South Plainfield, NJ 07080
                                    Attention:
                                    Fax:

                           With a copy to:

                                    Moses & Singer LLP
                                    1301 Avenue of the Americas
                                    New York, NY 10019-6076
                                    Attention:  Allan Grauberd, Esq.
                                    Fax:  (212) 554-7700

         Section 15. Registration Rights. The initial  Warrantholder is entitled
to the  benefit of certain  registration  rights  with  respect to the shares of
Common  Stock  issuable  upon the  exercise  of this  Warrant as provided in the
Registration Rights Agreement,  and any subsequent Warrantholder may be entitled
to such rights.

         Section 16.  Successors.  All the covenants and provisions hereof by or
for the benefit of the Warrantholder  shall bind and inure to the benefit of its
respective successors and assigns hereunder.

         Section 17.  Governing  Law;  Consent to  Jurisdiction;  Waiver of Jury
Trial.  This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of New York,  without  reference to the choice of law
provisions   thereof.   The  Company  and,  by  accepting   this  Warrant,   the
Warrantholder,  each  irrevocably  submits to the exclusive  jurisdiction of the
courts of the State of New York located in New York County and the United States
District  Court for the  Southern  District  of New York for the  purpose of any
suit, action,  proceeding or judgment relating to or arising out of this Warrant
and the transactions  contemplated hereby. Service of process in connection with
any such suit,  action or proceeding may be served on each party hereto anywhere
in the world by the same  methods  as are  specified  for the  giving of notices
under  this  Warrant.   The  Company  and,  by  accepting   this  Warrant,   the
Warrantholder,  each irrevocably  consents to the jurisdiction of any such court
in any such suit, action or proceeding and to the laying of venue in such court.
The Company and, by accepting this Warrant, the Warrantholder,  each irrevocably
waives  any  objection  to the  laying  of  venue of any such  suit,  action  or
proceeding brought in such courts and irrevocably waives any claim that any such
suit,  action or  proceeding  brought in any such  court has been  brought in an
inconvenient  forum.  EACH OF THE COMPANY  AND, BY ITS  ACCEPTANCE  HEREOF,  THE
WARRANTHOLDER  HEREBY  WAIVES  ANY  RIGHT  TO  REQUEST  A  TRIAL  BY JURY IN ANY
LITIGATION  WITH  RESPECT TO THIS WARRANT AND  REPRESENTS  THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.

                                      -10-
<PAGE>

         Section  18.  Call  Provision.   Notwithstanding  any  other  provision
contained  herein to the contrary,  in the event that the closing bid price of a
share of Common Stock as traded on the Bulletin Board (or such other exchange or
stock market on which the Common  Stock may then be listed or quoted)  equals or
exceeds $0.69 (appropriately  adjusted for any stock split, reverse stock split,
stock  dividend or other  reclassification  or  combination  of the Common Stock
occurring  after the date  hereof)  for twenty  (20)  consecutive  trading  days
commencing  after the  Registration  Statement  (as defined in the  Registration
Rights  Agreement) has been declared  effective,  the Company,  upon thirty (30)
days prior  written  notice (the  "Notice  Period")  given to the  Warrantholder
within one  business  day  immediately  following  the end of such  twenty  (20)
trading  day  period,  may call this  Warrant,  in whole  but not in part,  at a
redemption  price  equal to $0.001 per share of Common  Stock  then  purchasable
pursuant to this Warrant; provided that (i) the Company simultaneously calls all
Company Warrants (as defined below) on the same terms and (ii) all of the shares
of Common Stock  issuable  hereunder  either (A) are  registered  pursuant to an
effective   Registration  Statement  (as  defined  in  the  Registration  Rights
Agreement)  which  has not been  suspended  and for  which  no stop  order is in
effect,  and pursuant to which the  Warrantholder is able to sell such shares of
Common Stock at all times during the Notice  Period or (B) no longer  constitute
Registrable  Securities  (as  defined  in the  Registration  Rights  Agreement).
Notwithstanding any such notice by the Company, the Warrantholder shall have the
right to exercise this Warrant prior to the end of the Notice Period.

         Section 19.  Cashless  Exercise.  Notwithstanding  any other  provision
contained  herein to the contrary,  from and after the first  anniversary of the
Closing Date (as defined in the Purchase  Agreement)  and so long as the Company
is  required  under the  Registration  Rights  Agreement  to have  effected  the
registration  of the  Warrant  Shares  for  sale  to the  public  pursuant  to a
Registration  Statement  (as such term is  defined  in the  Registration  Rights
Agreement),  if the Warrant  Shares may not be freely sold to the public for any
reason  (including,  but not  limited  to, the  failure  of the  Company to have


                                      -11-
<PAGE>

effected the registration of the Warrant Shares or to have a current  prospectus
available  for delivery or  otherwise,  but  excluding the period of any Allowed
Delay (as defined in the Registration  Rights Agreement),  the Warrantholder may
elect to  receive,  without the payment by the  Warrantholder  of the  aggregate
Warrant Price in respect of the shares of Common Stock to be acquired, shares of
Common  Stock equal to the value of this  Warrant or any  portion  hereof by the
surrender of this Warrant (or such portion of this Warrant  being so  exercised)
together with the Net Issue  Election  Notice  annexed hereto as Appendix B duly
executed,  at the office of the Company.  Thereupon,  the Company shall issue to
the  Warrantholder  such number of fully paid,  validly issued and nonassessable
shares of Common Stock as is computed using the following formula:

                                  X = Y (A - B)
                                                            A

where

        X = the number of shares of Common Stock which the Warrantholder has
then requested be issued to the Warrantholder;

        Y = the total number of shares of Common Stock covered by this Warrant
which the Warrantholder has surrendered at such time for cash-less exercise
(including both shares to be issued to the Warrantholder and shares to be
canceled as payment therefor);

        A = the "Market Price" of one share of Common Stock as at the time the
net issue election is made; and

        B = the Warrant Price in effect under this Warrant at the time the net
issue election is made.

        Section 20. No Rights as Stockholder. Prior to the exercise of this
Warrant, the Warrantholder shall not have or exercise any rights as a
stockholder of the Company by virtue of its ownership of this Warrant.

        Section 21. Amendment; Waiver. This Warrant is one of a series of
Warrants of like tenor issued by the Company pursuant to the Purchase Agreement
and initially covering an aggregate of 2,205,882 shares of Common Stock
(collectively, the "Company Warrants"). Any term of this Warrant may be amended
or waived (including the adjustment provisions included in Section 8 of this
Warrant) upon the written consent of the Company and the holders of Company
Warrants representing at least 50% of the number of shares of Common Stock then
subject to all outstanding Company Warrants (the "Majority Holders"); provided,
that (x) any such amendment or waiver must apply to all Company Warrants; and
(y) the number of Warrant Shares subject to this Warrant, the Warrant Price and
the Expiration Date may not be amended, and the right to exercise this Warrant
may not be altered or waived, without the written consent of the Warrantholder.

         Section 23. Section Headings.  The section headings in this Warrant are
for the  convenience of the Company and the  Warrantholder  and in no way alter,
modify, amend, limit or restrict the provisions hereof.



                                      -12-
<PAGE>




         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed, as of the 30th day of March, 2005.

                                                     ION NETWORKS, INC.



                                                     By:
                                                     -------------------------
                                                     Name:
                                                     Title:


                                      -13-
<PAGE>


                                   APPENDIX A
                               ION NETWORKS, INC.
                              WARRANT EXERCISE FORM

To Ion Networks, Inc.:

         The  undersigned  hereby  irrevocably  elects to exercise  the right of
purchase  represented  by the within  Warrant  ("Warrant")  for, and to purchase
thereunder  by the payment of the Warrant  Price and  surrender  of the Warrant,
_______________  shares of Common Stock ("Warrant Shares") provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:

                           -------------------------------------
                           Name
                           -------------------------------------
                           Address
                           -------------------------------------
                           Federal Tax ID or Social Security No.

         and delivered by (certified mail to the above address, or
                          (electronically (provide DWAC Instructions:_____), or
                          (other (specify): _______________________________).

and,  if the  number  of  Warrant  Shares  shall not be all the  Warrant  Shares
purchasable upon exercise of the Warrant,  that a new Warrant for the balance of
the Warrant  Shares  purchasable  upon exercise of this Warrant be registered in
the name of the undersigned Warrantholder or the undersigned's Assignee as below
indicated and delivered to the address stated below.


Dated: ___________________, ____

Note:  The signature must correspond with     Signature:-----------------------
the name of the Warrantholder as written
on the first page of the Warrant in every     ---------------------------------
particular, without alteration or enlargement     Name (please print)
or any change whatever, unless the Warrant
has been assigned.                                -----------------------------

                                                  Address
                                                  -----------------------------
                                                  Federal Identification or
                                                  Social Security No.

                                                  Assignee:

                                                  -----------------------------

                                                  -----------------------------

                                                  -----------------------------




                                      -14-
<PAGE>




                                   APPENDIX B
                               ION NETWORKS, INC.
                            NET ISSUE ELECTION NOTICE


To: Ion Networks, Inc.

Date:[_________________________]


         The  undersigned  hereby  elects  under  Section 19 of this  Warrant to
surrender the right to purchase  [____________]  shares of Common Stock pursuant
to this Warrant and hereby  requests the issuance of  [_____________]  shares of
Common Stock.  The  certificate(s)  for the shares  issuable upon such net issue
election  shall  be  issued  in the  name  of the  undersigned  or as  otherwise
indicated below.


-----------------------------------------
Signature

-----------------------------------------
Name for Registration

-----------------------------------------
Mailing Address


                                      -15-