EMPLOYMENT AGREEMENT

         This  employment  Agreement  is  effective  as of February 7, 2000 (the
"Effective Date") between Certicom Corp., a Delaware  corporation  ("Certicom"),
Certicom Corp., a Yukon Territory,  Canada corporation ("Parent") and Richard D.
Brounstein ("Employee").

         In  consideration  of  the  mutual  promises  and  conditions  in  this
Employment  Agreement,  and all  benefits  associated  with  the  employment  of
Employee, it is agreed as follows:

                           ARTICLE 0NE -- EMPLOYMENT

1.1 Employment

         Commencing  February 7, 2000,  Certicom  shall  employ  Employee as its
Finance  Director  and  commencing  February  23,  2000,  Certicom  shall employ
Employee as its Senior  Vice  President  Finance,  Chief  Financial  Officer and
Secretary.  Employee  shall perform such duties and exercise such powers related
to such  offices as set forth in the bylaws of  Certicom  and as  prescribed  or
specified by the Board of Directors of Certicom,  subject  always to the control
and direction of such board of Directors. From February 23, 2000, Employee shall
also serve as the Senior Vice President  Finance,  Chief  Financial  Officer and
Secretary  of Parent and each  direct or indirect  wholly  owned  subsidiary  of
Parent  (such  subsidiaries,  Parent and  Certicom  collectively  the  "Certicom
Group").

                          ARTICLE TWO -- REMUNERATION

2.1 Salary

         As compensation for the services by Employee hereunder,  Certicom shall
pay  Employee  during  the  term of this  Agreement  a gross  annual  salary  of
one-hundred   seventy-five  thousand  dollars  ($175,000.00),   payable  on  the
fifteenth and the last day of each calendar month.

2.2 Certicom Bonus

         Each  quarter,  Employee  shall be eligible to receive a bonus  payment
equivalent to up to 2.5% ($4,375.00) of his annual salary from Certicom based on
Parent achieving its quarterly  financial  targets,  as determined by the CEO of
Parent.

2.3 Annual Bonus

         In its sole and  absolute  discretion,  Certicom  may pay  Employee  an
additional  cash  bonus  at the end of each  fiscal  year  of  Parent.  Employee
acknowledges  that  the  payment  of any  such  bonus  shall  be in the sole and
absolute discretion of the Board of Directors of Parent.

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2.4 Options

         (a)      Employee  shall be entitled to  participate  in Parent's  1997
                  Stock Option Plan  ("SOP"),  and any  additional  stock option
                  plans or stock purchase plans as may be established by Parent.
                  As of the date of this  Agreement,  Employee  shall be granted
                  options to purchase  one-hundred  fifteen  thousand  (115,000)
                  Parent  common  shares  under  the  SOP at an  exercise  price
                  equivalent  to the closing  price of the shares on the trading
                  day prior to the Effective Date of this  Agreement.  The grant
                  of any future  options or any benefits  under such plans shall
                  be in the discretion of Certicom.

         (b)      In the event there is a Change of Control  (as defined  below)
                  of Parent and Employee is subsequently  terminated by Certicom
                  or  Parent  without  Cause (as  defined  below),  or  Employee
                  resigns his  employment  with Good Reason (as defined  below),
                  then 50% of any  unvested  options or other  rights to acquire
                  securities of Parent,  whether  granted prior to or subsequent
                  to the date hereof, including,  without limitation, 50% of any
                  such unvested  options or rights granted  pursuant to the SOP,
                  shall immediately vest and become fully exercisable.

         For the purposes of this Agreement, "Change of Control" shall be deemed
to have  occurred if: (1) any person  (including a "person" as such term is used
in Sections 13(d) and 14(d) of the  Securities  Exchange Act of 1934, as amended
(the "Exchange  Act")),  other than persons  controlling (as defined in Rule 405
under the Securities Act of 1933 ("Rule 405")),  Parent as of the Effective Date
of this Agreement (except that no person shall be deemed to control Parent under
Rule 405 merely due to his or her position as an officer or director of Parent),
(A) becomes the "beneficial  owner" (as defined in Rule 13d-3 under the Exchange
Act),  directly  or  indirectly,  of more than 50% of the voting  securities  of
Parent,  or (B)  succeeds  to the  control  of all or  substantially  all of the
business or assets of Parent through merger, transfer of assets, reorganization,
or other event;  or (2)  individuals who as of the Effective Date constitute the
Board of  Directors  cease for any  reason  to  constitute  at least a  majority
thereof,  unless the election,  or the  nomination  for election,  by the Parent
stockholders,  of each new Board  member was approved by a majority of the Board
members then still in office who were Board members as of the Effective Date.

         For the purposes of this  Agreement,  "Cause" shall mean written notice
to Employee that he has engaged in any one or more of the following;

                  (1)      Gross    dishonesty,     fraud,     misappropriation,
                           embezzlement,  or other  act of  material  misconduct
                           against any entity in the Certicom Group;


                                      -2-

<PAGE>

                  (2)      Conviction  of any criminal act  involving a crime of
                           moral  turpitude  or  a  felony  including,   without
                           limitation,  misappropriation of funds,  property, or
                           trade secrets;

                  (3)      Willful  and  knowing   violation  of  any  rules  or
                           regulations of any  governmental  or regulatory  body
                           which are  material to the  business of any entity in
                           the Certicom Group;

                  (4)      Violation of policies,  rules or  regulations  of any
                           entity  in the  Certicom  Group  which  violation  is
                           materially detrimental to such entity;

                  (5)      A material  breach,  a material  repudiation or other
                           material failure to comply with or perform any of the
                           material  terms  of  this  Agreement,  including  the
                           attached Confidentiality and Rights Agreement; or

                  (6)      A good faith  determination by the Board of Directors
                           of Parent based on objective evidence that persistent
                           use of drugs or alcohol is significantly  interfering
                           with Employee's performance of his duties hereunder.

         For the purposes of this  Agreement,  "Good  Reason" shall be deemed to
exist  where  following  a Change of Control;  (1) Parent  materially  alters or
reduces 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);  (2) parent  materially  breaches the terms of
this Agreement or any other  agreement  between Parent and 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  Parent
receives written notice thereof; (3) Parent requires Employee, as a condition of
employee's  continued  employment,  to be based in any location  more than fifty
miles from the City of Hayward,  California,  or to spend more than  twenty-five
percent of each calendar quarter  traveling  outside the San Francisco Bay Area;
or  (4)  Parent  requires  Employee,  as a  condition  of  Employee's  continued
employment, to perform illegal or fraudulent acts or omissions.


                                      -3-

<PAGE>

2.5 Benefits

         Employee will be entitled to participate  in all of Certicom's  benefit
plans generally  available to its senior executive  employees,  as determined by
Certicom in its discretion, in accordance with the terms thereof.

2.6 Vacation

         Employee  shall be entitled to accrue fifteen (15) days of vacation per
year during the first through  fifth years of employment  which will be prorated
for the first year of this Agreement.  After five years of employment,  Employee
shall be entitled to accrue twenty (20) days of vacation per year.

2.7 Expenses

         Employee shall be reimbursed at the Employee's  cost for all authorized
travel and other out of pocket expenses actually and properly incurred by him in
connection  with his duties  hereunder.  For all such  expenses,  Employee shall
furnish to Certicom  statements  and vouchers as and when  required by Certicom.
Also,  Certicom shall  reimburse  Employee  reasonable and actual  out-of-pocket
expenses for Employee's  legal counsel to review this Agreement in an amount not
to exceed three thousand five hundred dollars ($3,500.00).


                     ARTICLE THREE -- EMPLOYEE'S COVENANTS

 3.1 Service

         During his  employment,  Employee  shall  devote such time,  attention,
energies,  interests, and abilities for the business of the Certicom Group as is
necessary to fulfill his  responsibilities,  shall well and faithfully serve the
Certicom  Group,  and shall use his best efforts to promote the interests of the
Certicom Group. Employee shall not engage in any business activity that would be
adverse to the Certicom Group or its business prospects, financial or otherwise.

3.2 Duties and Responsibilities

         Employee shall duly and diligently  perform all the duties  assigned to
him while in the employ of Certicom,  and shall truly and faithfully account for
and deliver to Certicom all money,  securities and things of value  belonging to
any entity in the Certicom Group which Employee may, from time to time,  receive
for, from or on account of any entity in the Certicom Group.

3.3 Rules and Regulations

         Employees shall be bound by and shall  faithfully  observe and abide by
all the rules,  regulations,  or policies  that  Certicom  may  institute at its
discretion from time to time which are

                                      -4-

<PAGE>

brought to Employee's notice or of which he should reasonably be aware.

3.4 Confidentiality and Rights Agreement

         Employee  will  execute  and  deliver  the  Confidentiality  and Rights
Agreement  in  the  form  attached  hereto  as  Exhibit  A.  The  terms  of  the
Confidentiality  and Rights  Agreement are  incorporated  herein as if fully set
forth.  Employee's  obligations under such  Confidentiality and Rights Agreement
shall  continue both before and after he has used any  confidential  information
for the purposes of such  Confidentiality and Rights Agreement,  and both before
and after the  employment of Employee with Certicom  ceases,  and shall continue
until such time as  Employee  is  expressly  released  therefrom  by Certicom in
writing.  The  obligations of Employee under this Agreement  shall be binding on
the assigns, executors, administrators or legal representatives of Employee. Any
breach by the  employee  of this  Agreement  or the  Confidentiality  and Rights
Agreement shall cause irreparable damage to Certicom,  and any such breach shall
entitled Certicom to seek immediate  injunctive relief from a court of competent
jurisdiction.

3.5 Agreement to Arbitrate

         Employee  will  execute and deliver the Mutual  Agreement  to Arbitrate
Claims  in the form  attached  hereto  as  Exhibit  B. The  terms of the  Mutual
Agreement to Arbitrate Claims are incorporated herein as if fully set forth.


                   ARTICLE FOUR -- TERMINATION OF EMPLOYMENT

4.1 At-Will Employment

         Employee's  employment may be terminated by either mutual  agreement of
the parties,  Employee's  election,  or  Certicom's  election.  Either party may
terminate  Employee's  employment  for any  reason,  or for no  reason,  with or
without Cause, and at any time, in their sole and absolute discretion;  provided
only that if Certicom terminates Employee's employment without Cause (as defined
in section  2.4)  whether or not  following  a Change of Control or if  Employee
resigns  with Good  Reason (as  defined in section  2.4)  following  a Change of
Control (as defined in section 2.4), it shall pay Employee severance as follows:

                  (a)      a lump sum  payment  equivalent  to  Employee's  base
                           salary for a total period of nine (9) months; and

                  (b)      continuation of Employee's health insurance  benefits
                           for a total period of nine (9) months; and

                                       -5-
<PAGE>

                  (c)      Nine  (9)  months  acceleration  of  vesting  of  all
                           unvested  stock  options and other  rights to acquire
                           securities  held by  Employee  as of the  termination
                           date; and

                  (d)      Up  to   ten   thousand   dollars   ($10,000.00)   in
                           outplacement services.

4.2 Termination by Certicom for Cause

         Certicom may terminate this Agreement at any time for Cause (as defined
in paragraph  2.4(b)) without payment of any compensation of any kind or nature,
including but not limited to severance,  anticipated  earnings, or stock options
or other securities of any kind.

4.3 Return of Property

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

4.4 Provisions Which Will Operate Following Termination

         Notwithstanding  any  termination  of this  Agreement  for  any  reason
whatsoever,  the  provisions  of sections 3.4 and 4.3 of this  Agreement and any
other  provisions  of this  Agreement  necessary to give effect  thereto,  shall
continue in full force and effect following such termination.

4.5 Indemnity

         Certicom shall  indemnify  Employee to the fullest extent  permitted by
applicable law at California Labor Code section 2802.

                            ARTICLE FIVE -- GENERAL

5.1 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
effect the  construction or  interpretation  of this  Agreement.  The term "this
Agreement",   "hereof",  "hereunder"  and  similar  expressions  refer  to  this
Agreement and not to any  particular  article,  section or other portion of this
Agreement.

                                      -6-
<PAGE>

5.5 Benefit of Agreement

         This   Agreement   shall   bind   the   Employee's   heirs,    personal
representatives,  legal  representatives,  successors,  spouses and assigns, and
shall bind Certicom and Parent, and their successors,  purchasers,  assignees or
any entities who acquire the assets of Certicom and/or Parent.

5.3 Entire Agreement

         This Agreement,  including the  Confidentiality and Rights Agreement at
Exhibit A, the Mutual  Agreement to Arbitrate Claims at Exhibit B, and any stock
option  agreement  entered  into between the parties in relation to the grant of
stock options  referred to in Section 2.4(a),  constitutes the entire  Agreement
between the parties with respect to the subject matter hereof,  and replaces and
supercedes any prior understanding and agreements between the parties.

5.4 Amendments and Waivers

         No amendment  to this  Agreement  shall be valid or binding  unless set
forth in writing and duly executed by Employee and the Chief  Executive  Officer
of Certicom. 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.

5.5 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.

5.6 Notices

         Any demand,  notice or other  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 D. Brounstein
                                   606 Bella Vista Court
                                   Fremont, CA  94539


                                      -7-
<PAGE>


               To the Employer:    Certicom Corp.
                                   Attention: Mr. Richard P. Dalmazzi
                                   25801 Industrial Boulevard
                                   Hayward, CA  94545

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;  or if made or
given by facsimile, on the business day following receipt thereof; or if made or
given by  registered  mail,  on the 7th day,  other than a  Saturday,  Sunday or
statutory holiday in California, 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.

5.7 Governing Law

         This  Agreement  shall be deemed to have been entered into and shall be
construed and enforced in accordance with the laws of the State of California as
applied to contracts made and to be performed within California.

5.8 Reasonableness

         Employee  declares  that he has read the  foregoing  and  agrees to the
conditions and obligations  set forth.  Employee also  acknowledges  that he has
been  given a  reasonable  amount  of time in which  to  consult  with,  and has
consulted with, an attorney with respect to this Agreement.

5.9 Copy of Agreement

         Employee  acknowledges  receipt of a copy of this Agreement duly signed
by Employee and Certicom.

Dated:  February 7, 2000           /s/ Richard D. Brounstein
      ------------------------     ---------------------------------
                                   Richard D. Brounstein (Employee)

Dated:  February 7, 2000           /s/ Richard M. Depew
      ------------------------     ---------------------------------
                                   Witness to Employee Signature

                                   Richard M. Depew
                                   ---------------------------------
                                   Printed Witness' Name and Address

                                      -8-

<PAGE>

                                   Certicom Corp.

Dated:  February 7, 2000           by: /s/ Richard P. Dalmazzi
      ------------------------         -----------------------------
                                            Richard P. Dalmazzi
                                          Chief Executive Officer


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