EMPLOYMENT AGREEMENT

         THIS AGREEMENT made as of November 30, 1999;

BETWEEN:

         RICHARD P. DALMAZZI, of the City of
         Lafayette in the State of California
         (hereinafter referred to as the "Employee"),

                                                              OF THE FIRST PART,

                                      -and-

         CERTICOM CORP., a corporation organized
         under the laws of the Yukon Territory
         (hereinafter referred to as the "Employer")

                                                             OF THE SECOND PART.

         THIS AGREEMENT  WITNESSES that in consideration  of  the  covenants and
agreements herein contained the parties hereto agree as follows:

                            ARTICLE ONE - EMPLOYMENT

1.1      Employment

         Subject  to the terms and  conditions  hereof,  the  Employee  shall be
employed by the Employer in the office of President and Chief Executive  Officer
and shall perform such duties and exercise such powers related to such office as
set forth in the by-laws of the Employer and as  prescribed  or specified by the
board of directors of the Employer, subject always to the control and  direction
of such board of directors.

1.2      Term of Employment

         The  employment of the Employee  hereunder  shall  commence on the date
hereof and shall  terminate  on April 30,  2001,  subject to any renewal of this
Agreement  pursuant to Section 5.1 and  subject to earlier  termination  of this
Agreement pursuant to Sections 4.1 and 4.2.

                           ARTICLE TWO - REMUNERATION

2.1      Salary

         The Employer or a United States  subsidiary  of the Employee  shall pay
the  Employee  during the term of this  Agreement  a gross  annual  salary of US
$250,000  payable on the 15th and the last day of each calendar  month.  If this
Agreement is renewed  beyond  April 30, 2001,  such salary shall be reviewed by
the parties prior to any additional renewals of this


<PAGE>
                                      -2-


Agreement  and any  changes in such  salary  shall be as agreed  upon in writing
between the parties.

2.2      Bonus

         In its  absolute  discretion  the  Employer  may  pay the  Employee  an
additional  bonus in respect of each fiscal year of the  Employer.  The Employee
acknowledges  that the  payment  of any  such  bonus  shall  be in the  absolute
discretion of the Employer.

2.3      Options

                  (a) The  Employee  shall be  entitled  to  participate  in the
Employer's 1997 Stock Option Plan ("SOP") and any additional  stock option plans
or stock purchase plans established by the Employer.  As of the date hereof, the
Employee  shall be granted  options to purchase  an  additional  110,000  common
shares under the SOP at an exercise price equivalent to the closing price of the
shares on November 29, 1999.  The grant of any future  options or other benefits
under such plans shall be in the discretion of the Employer.

                  (b) In the  event  any  person  acquires  more than 50% of the
outstanding  voting securities of the Employer,  (a "Change of Control") and the
Employee is  subsequently  terminated by the Employer  without Cause (as defined
below) or voluntarily  terminates his employment  hereunder with Good Reason (as
defined  below) then any options or other  rights to acquire  securities  of the
Employer,  whether granted prior to or subsequent to the date hereof, including,
without  limitation,  all such  options or rights  granted  pursuant to the SOP,
shall  immediately vest and become fully  exercisable.  For the purposes of this
Agreement:

                           (i)      "Cause" shall mean:

                                    (i) fraud, misappropriation, embezzlement or
                   other act of material  misconduct against the Employer or any
                   of its subsidiaries;

                                    (ii)   conviction   of  any   criminal   act
                   involving  a  crime  of  moral  turpitude  including  without
                   limitation, misappropriation of funds or property;

                                    (iii)  wilful and knowing  violation  of any
                   rules or regulations of any  governmental  or regulatory body
                   which are material to the business of the Employer;

                                    (iv) a material breach, material repudiation
                   or other  material  failure to comply  with or perform any of
                   the material terms of this Agreement;

                                    (v) adjudication as incompetent; or

                                    (vi) a good faith determination by the board
                   of directors of the Employer based on objective evidence that
                   persistent use of drugs or


<PAGE>


                  alcohol  is  significantly  interfering  with  the  Employee's
                  performance of his duties hereunder.

                           (ii) "Good Reason" shall be deemed to exist where (A)
         the  Employer  materially  alters or  reduces  the  Employee's  duties,
         responsibilities,  authority or base  compensation from those in effect
         immediately  prior to the occurrence of a Change of Control  (including
         an  alteration  or  reduction   indirectly  in  the  form  of  resource
         allocation or other assignment);  (B) the Employer  materially breaches
         the terms of this Agreement or any other agreement between the Employer
         and the Employee with respect to the payment or vesting of compensation
         or  benefits  or in any other  material  respect and such breach is not
         cured  within  thirty  (30) days  after the  Employer  receives  notice
         thereof; (C) the Employer requires the Employee,  as a condition of the
         Employee's  continued  employment  with the Employer to be based in any
         location more than fifty miles from the City of Hayward,  California or
         to spend more than 25% of each calendar quarter  travelling outside the
         San Francisco Bay Area; or (D) the Employer  requires the Employee as a
         condition of the Employee's continued employment with the Employer,  to
         perform illegal or fraudulent acts or omissions.

2.4      Benefits

         The Employee will be entitled to  participate  in all of the Employer's
benefit plans generally available to its senior executive employees based in the
United States from time to time in accordance with the terms thereof.

2.5      Vacation

         The  Employee  shall be entitled  to four weeks of vacation  per annum,
which will be pro-rated for the first year of this Agreement.

2.6      Expenses

         The  Employee  shall  be  reimbursed  at the  Employee's  cost  for all
authorized  travelling and other  out-of-pocket  expenses  actually and properly
incurred by him in connection with his duties  hereunder.  For all such expenses
the Employee  shall furnish to the Employer  statements and vouchers as and when
required by the Employer.

                      ARTICLE THREE - EMPLOYEE'S COVENANTS

3.1      Service

         The Employee  shall devote such of his time,  attention  and ability to
the business of the  Employer as is  necessary to fulfill his  responsibilities,
and shall well and faithfully  serve the Employer and shall use his best efforts
to promote the interests of the Employer.

3.2      Duties and Responsibilities

         The Employee shall duly and diligently  perform all the duties assigned
to him while in the  employ of the  Employer,  and  shall  truly and  faithfully
account for and deliver to the


<PAGE>
                                       -4-


Employer  all money,  securities  and things of value  belonging to the Employer
which the Employee may from time to time receive for,  from or on account of the
Employer.

3.3      Rules and Regulations

         The Employee shall be bound by and shall  faithfully  observe and abide
by all the  rules and  regulations  of the  Employer  from time to time in force
which are brought to his notice or of which he should reasonably be aware.

3.4      Proprietary Rights Agreement

         The Employee has previously executed and delivered a Proprietary Rights
Agreement  in  the  form  attached.   The  Employee's   obligations  under  such
Proprietary  Rights  Agreement  shall continue both before and after he has used
any  Confidential  Information  for  the  purposes  of such  Proprietary  Rights
Agreement  and both before and after the  employment  of the  Employee  with the
Employer  ceases and shall continue until such time as the Employee is expressly
released  therefrom  by the  Employer  in  writing  and the  obligations  of the
Employee  under  this  Agreement  shall be binding  on the  assigns,  executors,
administrators or other legal representatives of the Employee. Any breach by the
Employee of this Agreement or the above Proprietary Rights Agreement shall cause
irreparable  damage  to the  Employer  and any such  breach  shall  entitle  the
Employer to immediate injunctive relief from a court of competent jurisdiction.

                  ARTICLE FOUR - TERMINATION OF EMPLOYMENT

4.1      Termination by Employer for Cause

         The Employer may terminate this Agreement at any time for Cause without
payment of any compensation either by way of anticipated  earnings or damages of
any kind.

4.2      Termination by Employer or Employee on Notice

         (a) The Employee may terminate  this  Agreement  upon the giving of six
months written notice to the Employer.

         (b) The Employer may terminate this Agreement  immediately  upon paying
to the Employee  salary equal to that which would have been paid to the Employee
pursuant to Section 2.1 for the  unexpired  term of this  Agreement,  in lieu of
such notice and upon making the benefit plan contributions necessary to maintain
the Employee's  participation  for the minimum  period  prescribed by law in all
benefit plans provided to the Employee by the Employer  immediately prior to the
termination of this Agreement.  The Employee agrees that the Employer may deduct
from any payment of salary in lieu of notice  hereunder the  Employee's  benefit
plan  contributions  which were regularly made during the term of this Agreement
in accordance with the terms of all benefit plans to be maintained hereunder for
the minimum period prescribed by law.


<PAGE>


         (c) Notwithstanding  Section 4.2(a) following a Change of Control,  the
Employee may terminate  this Agreement on 15 days written notice to the Employer
if Good Reason exists.

4.3      Fair and Reasonable

         The  parties  confirm  that  the  notice  and  pay in  lieu  of  notice
provisions  contained  in Section  4.2 are fair and  reasonable  and the parties
agree that upon any  termination of this Agreement by the Employer in compliance
with  Sections  4.1 or 4.2 or upon  any  termination  of this  Agreement  by the
Employee,  the Employee shall have no action,  cause of action,  claim or demand
against the Employer or any other person as a consequence of such termination.

4.4      Return of Property

         Upon any  termination  of this  Agreement  the  Employee  shall at once
deliver or cause to be delivered to the Employer all books, documents,  effects,
money,  securities or other property  belonging to the Employer or for which the
Employer is liable to others,  which are in the possession,  charge,  control or
custody of the Employee.

4.5      Provisions Which Operate Following Termination

         Notwithstanding  any  termination  of this  Agreement  for  any  reason
whatsoever and with or without Cause,  the provisions of Sections 3.4 and 4.4 of
this  Agreement  and any other  provisions of this  Agreement  necessary to give
efficacy  thereto  shall  continue  in full  force  and  effect  following  such
termination.

                       ARTICLE FIVE - RENEWAL OF AGREEMENT

5.1      Automatic Renewal

         This  Agreement  shall  continue for  successive  periods of one year's
duration on the same terms and  conditions  of  employment  or on such terms and
conditions  of  employment  as are agreed  upon in writing  between  the parties
unless either party has given at least 180 days written notice to the other that
this Agreement is to terminate at the end of the initial period or at the end of
any successive period of one year.

5.2      Non-Renewal

         In  the  event  one of the  parties  gives  written  notice  that  this
Agreement is to  terminate  at the end of the initial  period of one year or any
successive period of one year as set forth in Section 5.1 hereof, this Agreement
shall expire and the employment  hereunder shall terminate without any notice or
payment of salary or benefit plan  contributions in lieu of notice at the end of
the initial period of one year or that  successive  period of one year for which
it was last renewed pursuant to Section 5.1 hereof, as the case may be.


<PAGE>
                                       -6-


                              ARTICLE SIX - GENERAL

6.1      Sections and Headings

         The  division of this  Agreement  into  Articles  and  Sections and the
insertion of headings are for the  convenience  of reference  only and shall not
affect the  construction or  interpretation  of this Agreement.  The terms "this
Agreement",   "hereof",  "hereunder"  and  similar  expressions  refer  to  this
Agreement and not to any particular Article, Section or other portion hereof and
include any agreement or instrument  supplemental  or ancillary  hereto.  Unless
something in the subject matter or context is inconsistent therewith, references
herein to Articles and Sections are to Articles and Sections of this Agreement.

6.2      Number

         In this  Agreement  words  importing  the  singular  number  only shall
include the plural and vice versa and words importing the masculine gender shall
include  the  feminine  and neuter  genders  and vice versa and words  importing
persons  shall  include   individuals,   partnerships,   associations,   trusts,
unincorporated organizations and corporations and vice versa.

6.3      Benefit of Agreement

         This  Agreement  shall inure to the benefit of and be binding  upon the
heirs,  executors,  administrators  and legal  personal  representatives  of the
Employee and the successors and permitted assigns of the Employer respectively.

6.4      Entire Agreement

         This Agreement  constitutes  the entire  agreement  between the parties
with respect to the subject  matter hereof and cancels and  supersedes any prior
understandings  and agreements  between the parties hereto with respect thereto,
including without limitation, the employment agreement dated June 18, 1997.

6.5      Amendments and Waivers

         No amendment  to this  Agreement  shall be valid or binding  unless set
forth in writing and duly executed by both of the parties  hereto.  No waiver of
any breach of any  provision  of this  Agreement  shall be  effective or binding
unless made in writing and signed by the party  purporting to give the same and,
unless  otherwise  provided  in the  written  waiver,  shall be  limited  to the
specific breach waived.

6.6      Severability

         If any  provision  of this  Agreement  is  determined  to be invalid or
unenforceable  in whole or in part,  such invalidity or  unenforceability  shall
attach only to such  provision  or part thereof and the  remaining  part of such
provision  and all other  provisions  hereof  shall  continue  in full force and
effect.


<PAGE>


6.7      Notices

         Any demand, notice or other communication  (hereinafter in this Section
6.7  referred  to as a  "Communication")  to be given in  connection  with  this
Agreement  shall be given in writing and may be given by personal  delivery,  by
fax or by registered mail addressed to the recipient as follows:

             To the Employee:        Richard P. Dalmazzi
                                     629 Burton Drive
                                     Lafayette, CA 94549

             To the Employer:        Certicom Corp.
                                     200 Matheson Boulevard West
                                     Mississauga, Ontario L5R 3L7
                                     Attention: Secretary
                                     Fax: (905)507-1239

or such other  address or  individual  as may be  designated by notice by either
party to the  other.  Any  Communication  given by  personal  delivery  shall be
conclusively deemed to have been given on the day of actual delivery thereof, if
made or given by facsimile on the business day following  receipt thereof,  and,
if made or given by  registered  mail,  on the 7th day,  other than a  Saturday,
Sunday or statutory  holiday in Ontario,  following  the deposit  thereof in the
mail. If the party giving any Communication knows or ought reasonably to know of
any difficulties with the postal system which might affect the delivery of mail,
any such  Communication  shall not be mailed but shall be given by  facsimile or
personal delivery.

6.8      Governing Law

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the Province of Ontario and the laws of Canada applicable therein.

6.9      Attornment

         For the purpose of all legal proceedings this Agreement shall be deemed
to have been performed in the Province of Ontario and the courts of the Province
of Ontario shall have  exclusive  jurisdiction  to entertain any action  arising
under this  Agreement or in respect of the employment  relationship  between the
Employer and Employee.  The Employer and the Employee each hereby attorns to the
jurisdiction of the courts of the Province of Ontario.

6.10     Copy of Agreement

         The Employee  hereby  acknowledges  receipt of a copy of this Agreement
duly signed by the Employer.

<PAGE>


                                       -8-

         IN WITNESS WHEREOF the parties have executed this Agreement.

                         )
                         )            /s/ Richard R. Dalmazzi
                         )            ----------------------------------
Witness: Name Illegible  )            Richard R. Dalmazzi
                         )
Name:                    )
                         )
                         )
Address:                 )

                                      CERTICOM CORP.

                                      By: /s/ Philip C. Deck
                                         ---------------------------------------
                                         Philip C. Deck
                                         Chairman of the Board

                                      By: /s/ Bruce A. MacInnis
                                         ---------------------------------------
                                           Bruce A. MacInnis
                                           Vice President Administration,
                                           Chief Financial Officer and Secretary


10317189_1.DOC