VENTURE CONSULTING GROUP, INC.

                           MASTER CONSULTING AGREEMENT

THIS MASTER CONSULTING AGREEMENT (the "Agreement") is entered into this 18th day
of September,  2000 (the "Effective  Date"),  by and between Venture  Consulting
Group, Inc., having an address at 5 Whitney Woods Lane, Cohasset,  Massachusetts
("Consultant"),  and ION  Networks,  Inc.,  having  an  address  at  1551  South
Washington Avenue, Piscataway, NJ 08854 ("Customer").

         WHEREAS,  Consultant is in the business of providing  certain  business
consulting services;

         WHEREAS, Customer desires to engage Consultant,  and Consultant desires
to be engaged by Customer, to render such services upon the terms and subject to
the conditions set forth in this Agreement;

         NOW,  THEREFORE,  in  consideration of the premises set forth below and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereby agree as follows:

1.       Services
         --------

1.1  Description of Services.  Consultant  will perform the business  consulting
services  specified in Statements of Work to this  Agreement  (the  "Services").
Consultant  shall be appointed by the Board of Directors to provide the Services
to Customer. Both Consultant and any of its employees appointed as an officer of
the  Customer  shall  report to the Board of  Directors of Customer and shall be
accountable to the Board for fulfilling the obligations  described herein.  Each
Statement of Work is hereby  incorporated into this Agreement by this reference.
The  Statement  of Work will be executed by the  parties  concurrently  with the
execution of this  Agreement and is attached  hereto as Statement of Work No. 1.
Any additional Statements of Work shall be initially generated by Consultant and
shall become effective when signed by both parties.

1.2      Statements of Work.   Each Statement of Work should include the
following:

         (a) the services, functions, equipment, software, facilities, personnel
and other materials, documentation and resources to be provided by each party;

         (b) the  requirements  and  specifications  for any work  product to be
developed by Consultant and delivered to Customer (the "Deliverables");

         (c) estimated delivery dates for the Deliverables; and

         (d) fees payable to Consultant for the Services and Deliverables  along
with a fee payment schedule.

1.3 Change  Procedure.  Unless  otherwise  stated in an applicable  Statement of
Work, changes to the parties'  respective  obligations under a Statement of Work
shall be made as set forth in this Section 1.3.  Customer may request changes to
a Statement of Work by providing  Consultant  with a written request for changes
(a "Change  Request")  that  specifies the desired change with at least the same
degree of  specificity  as that  contained  in the  original  Statement of Work.
Following  Consultant's receipt of a Change Request,  Consultant shall submit to
Customer a written  response  which should  outline the tasks to be performed by
each party,  schedule and cost  changes,  and any other items  applicable to the
Change Request (a "Change Response").  Consultant will charge Customer on a time
and, if applicable,  material basis, at Consultant's  then-current  time and, if
applicable,  material  rates,  for the time  spent by  Consultant  in  analyzing
Customer's  Change Request and preparing a Change Response.  If, within five (5)
days after Consultant's  delivery of such Change Response to Customer,  Customer
provides  Consultant  with written notice of acceptance of the Change  Response,
the Change Response will amend and become a part of, the applicable Statement of
Work.  In the event of a conflict  among the terms and  conditions of the Change
Response and the  applicable  Statement of Work, the terms and conditions of the
Change  Response  shall  govern  and  control.  If  Customer  fails  to  provide
Consultant  with written notice of acceptance of the Change Response within said
five (5) day period, the Change Response will be deemed rejected by Customer and
the original Statement of Work shall remain in full force and effect.

1.4 Cooperation.  Customer acknowledges that the successful and timely rendering
of the Services will require the good faith  cooperation  of Customer.  Customer
shall fully cooperate with Consultant,  including  without  limitation,  by: (a)
providing  Consultant  with all  information  as may be  reasonably  required by
Consultant;  and (b)  making  available  to  Consultant  at least one  employee,
consultant or director of Customer,  reasonably  acceptable to  Consultant,  who
shall have  substantial  relevant  knowledge and  experience to act as a Project
Manager in connection with the rendering of the Services. The name of Customer's
Project  Manager  should be set forth in the  applicable  Statement of Work. All
estimated  dates  specified  in a Statement  of Work shall be extended by delays
caused by Customer,  including  without  limitation,  Customer's  submission  of
Change Requests which impact Consultant's normal schedule.

1.5 Consultant Personnel. Customer acknowledges and agrees that Consultant shall
have the  right,  in its sole  discretion,  to remove or  reassign  Consultant's
employees, agents, consultants or subcontractors who are assigned to provide the
Services hereunder.  Consultant agrees to



                                  CONFIDENTIAL
<PAGE>


notify Customer before such removal or reassignment if such notice is possible.
In the event  Customer  believes  that any of  Consultant's  employees,  agents,
consultants  or  subcontractors  are  failing  to  perform  the  Services  in  a
satisfactory manner, Customer shall notify Consultant as to the reasons for such
failure.  Upon  receipt  of  such  notice  or as soon  as  reasonably  practical
thereafter,  Consultant and Customer shall mutually determine the best course of
action to take to resolve such failure,  which action may include replacing such
personnel.

2.       Payment
         -------

2.1 Customer will pay Consultant in accordance with the fee and payment schedule
set forth in the applicable Statement of Work. If the Statement of Work does not
designate the fees and/or  payment  schedule,  Customer  will pay  Consultant in
accordance with Consultant's  then-current time and material rates no later than
the  fifteenth  day of the month  following the period during which the Services
were performed by Consultant.  Any amount due under this Agreement  which is not
paid within thirty (30) days after the payment due date shall bear interest from
the  payment  due date to the date of  payment at the lesser of one and one half
percent (1 1/2%) per month or the highest rate allowable under applicable law.

2.2 Customer shall pay Consultant for all reasonable,  documented  out-of-pocket
and other  expenses  incurred by Consultant in connection  with this  Agreement,
including without limitation,  travel and lodging expenses, long distance calls,
and costs of materials  and supplies.  Payment for such  expenses  shall be made
within thirty (30) days from the date of Consultant's invoice.

2.3 Customer shall be responsible to pay all taxes, however designated, that are
levied or imposed by reason of the transactions  contemplated by this Agreement,
including without  limitation all sales, use,  transfer,  privilege,  excise and
other  taxes  and  duties,  whether  international,  national,  state or  local,
excluding, however, taxes based on Consultant's net income.

3.       Ownership; Grant of Licenses
         ----------------------------

3.1 Except as otherwise provided herein or in any applicable  Statement of Work,
the parties agree that all documents,  designs,  inventions,  products, pricing,
costs,  future  plans,  business  information,  process  information,  technical
information, customer lists, computer programs, computer systems, data, computer
documentation,  ideas,  processes,  techniques,  know-how,  knowledge  and other
proprietary  and/or tangible  materials  authored or prepared by Consultant (and
its  employees,  agents,  consultants  or  subcontractors)  for  Customer as the
Deliverables  are the sole and  exclusive  property of  Consultant  or its third
party licensees.

3.2 Customer  acknowledges that Consultant provides business consulting services
to  other  clients,   and  agrees,   subject  to  Consultant's   confidentiality
obligations  hereunder,  that  nothing  in this  Agreement  shall be  deemed  or
construed to prevent  Consultant  from carrying on such business during the Term
of this Agreement.  In particular,  Customer agrees that as part of Consultant's
provision of the Services hereunder, Consultant may utilize proprietary works of
authorship  that have not been  created  specifically  for  Customer,  including
without limitation, software,  methodologies,  tools, specifications,  drawings,
sketches,  models,  samples,  records and documentation,  as well as copyrights,
trademarks, service marks, ideas, concepts, know-how,  techniques,  knowledge or
data,  which have been  originated,  developed or purchased by  Consultant or by
third parties under contract to Consultant (all of the foregoing,  collectively,
"Consultant's  Information"),  and  Consultant's  Information  and  Consultant's
administrative communications, records, files and working papers relating to the
Services are and shall remain the sole and exclusive property of Consultant.

3.3 Except as otherwise provided herein or in any applicable  Statement of Work,
upon payment in full of all fees and other amounts due under this  Agreement and
provided that Customer is not in material breach of this  Agreement,  Consultant
grants to  Customer  a  perpetual,  worldwide,  non-exclusive,  non-transferable
license to use  Deliverables  solely for the purpose  expressly set forth in any
applicable Statement of Work, and Consultant's Information incorporated into the
Deliverables  solely in  connection  with  Customer's  use of the  Deliverables.
Except as  otherwise  provided  herein or in any  applicable  Statement of Work,
Customer shall not have the right to license,  sublicense or otherwise  transfer
to others the right to use the Deliverables or Consultant's  Information without
Consultant's prior written consent.

3.4 Any and all data, information,  reports, analysis, artwork, logos, graphics,
video, text, and other materials,  including without limitation,  financial data
supplied by Customer to Consultant in connection  with this  Agreement,  if any,
shall  remain  the  sole and  exclusive  property  of  Customer  (the  "Customer
Content").

3.5 Consultant  shall have the right to use Customer's name and trademark in its
advertising,  customer  lists and  marketing  materials,  subject to  Customer's
approval.

<PAGE>

4.       Confidentiality
         ---------------


4.1 A party disclosing  Confidential  Information shall herein be referred to as
the "Disclosing Party," and a party receiving Confidential Information hereunder
shall herein be referred to as the "Receiving Party."

4.2 "Confidential  Information"  shall mean, without  limitation,  (i) any idea,
proposal, plan, information, procedure, technique, formula, technology or method
of operation,  any written or oral information of a proprietary  nature, and any
intellectual  property owned or licensed by a Disclosing  Party or relating to a
Disclosing Party's or any of its principals' or affiliates' business,  projects,
operations,  finances,  activities or affairs,  whether of a technical nature or
not  (including  trade  secrets,  know-how,  processes,  and other  technical or
business  information),   and  any  proposed  change  thereto;  (ii)  any  other
information disclosed by a Disclosing Party and designated by a Disclosing Party
as  confidential;  and (iii) the  Deliverables  (until  paid for by  Customer as
provided  hereunder),  Consultant's  Information

                                      -2-
                                  CONFIDENTIAL

<PAGE>


and Customer Content. By way of illustration, but not limitation,  Confidential
Information includes,  without limitation,  information regarding (i) all of the
computer  software  and  technologies,   systems,   structures,   architectures,
processes, formulae, compositions,  improvements, devices, know-how, inventions,
discoveries,  concepts,  ideas, designs,  methods, and information and databases
developed,  acquired,  owned,  produced or practiced at any time by a Disclosing
Party or any affiliate thereof,  software programs and documentation licensed by
third  parties to a  Disclosing  Party,  and any other  similar  information  or
material;  (ii) customer  lists,  telemarketing  lists,  vendor lists,  employee
personnel  information and policies and procedures;  (iii) a Disclosing Party 's
products  and  services;  (iv)  business or  financial  information  directly or
indirectly  related to a Disclosing  Party's companies and investments;  and (v)
other processes and procedures employed by a Disclosing Party.

4.3  Notwithstanding  Section 4.2,  Confidential  Information  shall not include
information:  (i) in the public  domain  (other  than as a result of a breach of
this Agreement);  (ii) in a Disclosing  Party's  possession prior to its receipt
from Receiving Party pursuant to this Agreement;  (iii) independently  developed
by a Receiving Party or known through a party other than Disclosing Party, which
party has no duty of  confidentiality  to Disclosing  Party,  as demonstrated by
written record; or (iv) disclosed pursuant to applicable law or regulation or by
operation of law,  provided  that the  Receiving  Party may  disclose  only such
information  as is legally  required,  and provided  further that the  Receiving
Party  shall  provide   reasonable  notice  to  the  Disclosing  Party  of  such
requirement and a reasonable opportunity to object to such disclosure.

4.4 Obligations.  Receiving Party agrees to hold all Confidential Information in
strict confidence and shall not, without the express prior written permission of
Disclosing Party: (i) disclose any Confidential  Information to third parties or
(ii) use the Confidential  Information for any purpose other than to perform its
obligations  under this Agreement or for the purpose  expressly set forth in the
applicable  Statement of Work. Without limiting the generality of the foregoing,
Receiving Party shall be permitted to disclose Confidential  Information only to
its officers,  employees and  consultants who have an absolute need to know such
Confidential  Information  and who are  informed of and agree to be bound by the
confidentiality obligations set forth herein; provided that Receiving Party will
be liable for breach by any such  person or entity.  Receiving  Party  shall not
make any copies of the  Confidential  Information  except as  necessary  for the
performance  of its  obligations  under  this  Agreement  and for its  officers,
employees,  consultants,  attorneys  and  accountants  with a need to know.  Any
copies which are made shall be identified  as belonging to Disclosing  Party and
marked "confidential,"  "proprietary" or with a similar legend.  Receiving Party
shall  use  commercially  reasonable  efforts  to  assist  Disclosing  Party  in
identifying   and  preventing  any   unauthorized   use  or  disclosure  of  any
Confidential Information.  Without limiting the foregoing, Receiving Party shall
promptly  advise  Disclosing  Party in the event that it learns or has reason to
believe  that any  person  who has had access to  Confidential  Information  has
violated or intends to violate the terms of this Section 4, and shall  cooperate
in seeking injunctive relief against any such person.

4.5 Title.  Except as otherwise  provided herein,  title or the right to possess
Confidential  Information  as between the  parties  shall  remain in  Disclosing
Party.  Receiving  Party  shall  not gain any  interest  or  rights in or to the
Confidential Information by virtue of its being disclosed to Receiving Party.

4.6 Return of Confidential Information. Unless the Receiving Party has a license
to use the Confidential  Information pursuant to Section 3, upon any termination
of this Agreement,  or at any time upon Disclosing  Party's  request,  Receiving
Party shall promptly, at Disclosing Party's option, either return or destroy all
(or, if Disclosing Party so requests, any part) of the Confidential  Information
previously disclosed,  and all copies thereof, and Receiving Party shall certify
in writing as to its compliance with the foregoing.

4.7 Confidentiality of Agreement.  Customer and Consultant will not disclose the
terms and  conditions  of this  Agreement to anyone other than their  respective
attorneys,  accountants and other professional  advisors,  except as required by
applicable  law or regulation  or by operation of law,  provided that each party
may disclose only such information as is legally required,  and provided further
that  each  party  shall  provide  the  other  with  reasonable  notice  of such
requirement and a reasonable opportunity to object to such disclosure.

4.8 Injunctive Relief. The parties agree that, in the event of any breach of any
provision hereof,  the  non-breaching  party will not have an adequate remedy in
money  or  damages.  The  parties  therefore  agree  that,  in such  event,  the
non-breaching  party shall be entitled to obtain  injunctive relief against such
breach in any court of competent jurisdiction,  without the necessity of posting
a bond even if otherwise  normally  required.  Such injunctive relief will in no
way limit the  non-breaching  party's right to obtain other  remedies  available
under applicable law.

5.       Warranties
         ----------

5.1 Warranties of Consultant.  Consultant  represents and warrants that: (a) the
Services  will be performed in a  commercially  reasonable  manner in accordance
with  the  standards  generally  prevailing  in the  industry;  (b)  it has  all
necessary rights and authority to execute and deliver this Agreement and perform
its  obligations  hereunder;  and (c) neither this  Agreement  nor  Consultant's
performance of its obligations  hereunder will place Consultant in breach of any
other contract or obligation and will not violate the rights of any third party.

5.2 Warranties of Customer. Customer represents and warrants that (a) it has all
necessary rights and authority to execute and deliver this Agreement and perform
its obligations hereunder; (b) neither this Agreement nor Customer's performance
of its obligations hereunder will place Customer in breach of any other contract
or  obligation  and will not  violate  the  rights of any




                                      -3-
                                  CONFIDENTIAL
<PAGE>

third party;  (c) the Customer Content is, to Customer's  knowledge,  accurate,
valid  and  true in all  material  respects  as of the  date it is  provided  to
Consultant;  and (d) Customer will not use the  Deliverables in any manner which
is in violation of any law or regulation.

5.3  EXCEPT AS  EXPRESSLY  SET FORTH IN THIS  SECTION  5,  CONSULTANT  EXPRESSLY
DISCLAIMS AND CUSTOMER HEREBY EXPRESSLY  WAIVES ANY AND ALL WARRANTIES,  WHETHER
EXPRESS  OR   IMPLIED,   INCLUDING   WITHOUT   LIMITATION,   ANY   WARRANTY   OF
MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE.  EXCEPT AS EXPRESSLY  SET
FORTH IN THIS  SECTION 5, ALL SERVICES  AND  DELIVERABLES  ARE PROVIDED "AS IS."
CONSULTANT IS PROVIDING SERVICES TO ASSIST CUSTOMER. CUSTOMER IS RESPONSIBLE FOR
REVIEWING THE DELIVERABLES TO ENSURE THEIR ACCURACY AND COMPLETENESS AND FOR THE
RESULTS  OBTAINED  FROM  ITS USE OF THE  DELIVERABLES.  WITH  THE  EXCEPTION  OF
CONSULTANT'S  INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY CLAIMS AS SET FORTH IN
SECTION 6,  CONSULTANT'S  ENTIRE  LIABILITY  AND  CUSTOMER'S  SOLE AND EXCLUSIVE
REMEDY FOR ANY BREACH OF THIS  WARRANTY  IS  CONSULTANT'S  REPERFORMANCE  OF THE
SERVICES.

6.       Indemnification
         ---------------

6.1 Customer and Consultant hereby agree to indemnify,  defend and hold harmless
each other from and against any and all actual or  threatened  claims,  actions,
damages,   liabilities,   costs  and  expenses,   including  without  limitation
reasonable  attorney's fees and expenses,  arising out of or in connection with:
(a) the accuracy,  validity or truthfulness of the Customer Content, in the case
of the  Customer,  or  Deliverables,  in the  case  of the  Consultant,  and any
representations  made by the other  party in any  documents  (including  without
limitation,  any prospectus or business plan);  (b) the other party's failure to
comply  with any  applicable  law or  regulation;  (c)  third  party  claims  of
infringement  of any patents,  trade secrets,  copyrights,  trademarks,  service
marks,  trade names or similar  proprietary rights alleged to have occurred with
respect to Customer Content,  in the case of the Customer,  or Deliverables,  in
the case of the Consultant; (d) the death or bodily injury of any person, to the
extent that such death or bodily  injury was caused by the other  party's  gross
negligence or willful misconduct; (e) the damage, loss or destruction of real or
tangible personal property,  to the extent that such damage, loss or destruction
was caused by the other party's gross negligence or willful misconduct;  and (f)
any damages incurred  directly or by virtue of a claim made by a third party, in
either case, arising out of a breach of a party's  representations,  warranties,
covenants or duties arising out of, or in connection with, this Agreement.

6.2 For purposes of this  Section 6, each of  Consultant  and Customer  shall be
responsible for the actions of their respective  directors,  employees,  agents,
consultants,  subcontractors and clients whose actions or activities are, either
directly or indirectly, under or subject to the reasonable control of Consultant
or Customer,  as the case may be. For the  avoidance of doubt,  if Consultant is
required to indemnify Customer, then the term consultant as used in this Section
6.2 shall not include Consultant,  nor will any of Consultant's  actions, or the
actions  of the  employees  or agents  thereof,  be deemed to be the  actions of
Customer.

7.       Limitation of Liability
         -----------------------

7.1  REGARDLESS  OF WHETHER ANY REMEDY SET FORTH HEREIN  FAILS OF ITS  ESSENTIAL
PURPOSE,  IN NO EVENT  SHALL  EITHER  PARTY BE LIABLE TO THE OTHER IN  CONTRACT,
TORT,  STRICT  LIABILITY  OR CAUSE OF ACTIONS  OF ANY  NATURE FOR ANY  INDIRECT,
SPECIAL,  INCIDENTAL,  PUNITIVE,  CONSEQUENTIAL  OR  RELIANCE,  LOSS,  DAMAGE OR
EXPENSE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOSS OF USE OR REVENUES,
WHETHER OR NOT EITHER PARTY WAS  ADVISED,  SHOULD HAVE KNOWN OR WAS AWARE OF THE
POSSIBILITY  OF SUCH LOSS,  DAMAGE,  OR EXPENSE  ARISING OUT OF OR IN CONNECTION
WITH ANY ACT OR  OMISSION OF SUCH PARTY  RELATING TO THE SUBJECT  MATTER OF THIS
AGREEMENT,  INCLUDING WITHOUT LIMITATION THE SERVICES DELIVERABLES AND PRODUCTS,
OR ANY  PART  THEREOF,  IN THE  CASE OF  CONSULTANT,  OR THE  CUSTOMER  CONTENT,
CUSTOMER'S PRODUCTS AND SERVICES, OR ANY PART THEREOF, IN THE CASE OF CUSTOMER.

7.2 CONSULTANT'S  TOTAL LIABILITY FOR ALL CLAIMS MADE UNDER THIS AGREEMENT SHALL
NOT UNDER ANY CIRCUMSTANCES EXCEED THE GREATER OF: (A) $100,000;  OR (B) THE SUM
TOTAL OF THE FEES PAID BY CUSTOMER TO  CONSULTANT  UNDER THIS  AGREEMENT FOR THE
SERVICES.  CUSTOMER'S  TOTAL  LIABILITY FOR ALL CLAIMS MADE HEREUNDER  SHALL NOT
UNDER ANY  CIRCUMSTANCES  EXCEED $100,000 PLUS ANY UNPAID FEES DUE TO CONSULTANT
HEREUNDER.  THE OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT RUN ONLY TO EACH
OTHER AND NOT TO ANY OTHER PERSONS OR ENTITIES.  NOTWITHSTANDING ANY OTHER TERMS
AND  CONDITIONS OF THIS  AGREEMENT,  NEITHER PARTY MAKES ANY  REPRESENTATION  OR
WARRANTY AS TO ANY THIRD PARTY  INFORMATION OR PRODUCTS  PROVIDED TO EACH OTHER,
ALL OF WHICH ARE  PROVIDED,  SOLD OR LICENSED "AS IS," AND THE PARTIES  AGREE TO
LOOK SOLELY TO THE WARRANTIES AND REMEDIES, IF ANY, PROVIDED BY THE THIRD PARTY.
THE  LIMITATIONS  IN  THIS  SECTION  7.2 DO  NOT  APPLY  TO THE  INDEMNIFICATION
OBLIGATIONS  OF  CONSULTANT  OR CUSTOMER  FOR THIRD PARTY CLAIMS AS SET FORTH IN
SECTION 6.


                                      -4-
                                  CONFIDENTIAL

<PAGE>


7.3 No action arising out of breach of this Agreement or transactions related to
this  Agreement  may be brought by either party more than one (1) year after the
cause of action accrued, regardless of the form of the action.

7.4 Both parties  understand and agree that the  limitations  and exclusions set
forth herein  represent  the parties'  agreement  as to the  allocation  of risk
between the  parties in  connection  with  Consultant's  obligations  under this
Agreement.  The fees payable to  Consultant  hereunder  reflect,  and are set in
reliance upon,  the  allocation of risk and the  exclusions  and  limitations of
liability set forth in this Agreement.

8.       Term and Termination
         --------------------

8.1 Term.  This Agreement  shall commence on the Effective Date and shall remain
in effect,  unless  sooner  terminated  by either  party upon  thirty  (30) days
written notice (the "Term").

8.2  Rights  Upon  Termination.   In  the  event  that  this  Agreement  or  any
Statement(s)  of Work are terminated by either party pursuant to this Section 8,
Customer shall have no right to use or exploit in any manner,  the  Deliverables
or the  Consultant's  Information  related to such  Statement(s)  of Work unless
Customer has paid the full fees related thereto. In the event of any termination
of this  Agreement,  Consultant and Customer shall promptly  comply with Section
4.6 regarding return or destruction of Confidential Information.

9.       Non-Solicitation of Employees
         -----------------------------

The parties shall not,  during the Term and for a period of eighteen (18) months
thereafter,  directly or indirectly solicit,  employ, offer to employ, or engage
as a consultant,  any employee,  agent, consultant or subcontractor of the other
party. The parties agree that, in the event of any breach of this Section 9, the
non-breaching  party will not have an adequate  remedy in money or damages.  The
parties  therefore agree that, in such event, the  non-breaching  party shall be
entitled  to  obtain  injunctive  relief  against  such  breach  in any court of
competent  jurisdiction,  without  the  necessity  of  posting  a bond  even  if
otherwise  normally  required.  Such injunctive  relief will in no way limit the
non-breaching party's right to obtain other remedies and damages available under
applicable law.

10.      Non-Competition
         ---------------

10.1  During  the Term and for a period  of  eighteen  (18)  months  thereafter,
Customer will not directly or indirectly,  either individually,  in partnership,
jointly,  or in conjunction  with or through the activities of any third person,
firm, partnership,  corporation or organization of any kind, offer to any person
or entity of any kind, whether as an officer,  director,  stockholder,  partner,
proprietor, associate, representative, consultant, principal, agent, employee or
independent  contractor,  manage,  control,  own,  operate,  be  employed  by or
otherwise render business consulting services similar to or competitive with the
services offered by Consultant  within any territory in which Consultant  offers
its  services.   Customer  acknowledges  that  Consultant  offers  its  services
throughout the United States, Canada and the world.

10.2 The parties  agree that the  restrictions  contained in this  Agreement are
reasonable  and necessary  because the parties have expended  substantial  time,
money and  effort in their  business  and their  Confidential  Information,  the
parties  will,  during the Term,  be entrusted  with and exposed to each other's
business and Confidential  Information and both could, after having been exposed
to  each  other's  business  and  having  accessed  each  other's   Confidential
Information,  become a  competitor  and either  party will suffer great loss and
irreparable  harm if the  other  were  to  directly  or  indirectly  enter  into
competition with it.

10.3 The parties  agree that, in the event of any breach of this Section 10, the
non-breaching  party will not have an adequate  remedy in money or damages.  The
parties  therefore agree that, in such event, the  non-breaching  party shall be
entitled  to  obtain  injunctive  relief  against  such  breach  in any court of
competent  jurisdiction,  without  the  necessity  of  posting  a bond  even  if
otherwise  normally  required.  Such injunctive  relief will in no way limit the
non-breaching  party's right to obtain other remedies available under applicable
law.

10.4 The parties  agree that the  duration,  geographical  scope,  activity  and
subject matter of the non-solicitation and non-competition  terms and conditions
set forth in this Agreement are fair,  reasonable and not excessively  broad and
are necessary to protect each party's goodwill and Confidential  Information and
that each party would not have  entered  into this  Agreement  but for the other
party's agreement to comply with such terms and conditions.

10.5 For purposes of this Section 10, the terms  Consultant  and Customer  shall
include its officers, directors, employees, agents, consultants,  subcontractors
and clients  whose  actions and  activities  are  controlled  by  Consultant  or
Customer,  as the case may be, either directly or indirectly.  For the avoidance
of doubt,  the term  consultant  as used in this  Section 10.5 shall not include
Consultant,  nor  will  any  of  Consultant's  actions,  or the  actions  of the
employees or agents thereof, be deemed to be the actions of Customer.

11.      Independent Contractor
         ----------------------
Consultant (including any and all Consultant employees,  agents,  consultants or
subcontractors),  in performance of this Agreement,  is acting as an independent
contractor  and not as an employee or agent of Customer.  Consultant  shall have
exclusive  control of the manner and means of performing its  obligations  under
this  Agreement.  Each party shall be solely  responsible  for the  supervision,
daily  direction  and control of its  employees  and  payment of their  salaries
(including  withholding of appropriate  payroll taxes),  workers'  compensation,
disability, health insurance and other benefits. Nothing in this Agreement shall
be construed as making either party the agent of the other party, as granting to
the  other  party the right to enter  into any  contract  on behalf of the other
party, or as establishing a partnership,  franchise or joint venture between the




                                      -5-
                                  CONFIDENTIAL


<PAGE>

parties. Under no circumstances shall the employees of one party be deemed to be
employees of the other party for any purpose.

12.      Security Rules
         --------------

Each party agrees to comply with the other party's reasonable security rules and
measures when on the other party's premises and to instruct all of its personnel
who enter upon the other party's premises to comply with such security rules and
measures.  Each party agrees, at its own cost and expense,  to provide the other
party with  sufficient  work space and  supplies  solely for the purpose of each
party's performance of its obligations under this Agreement.

13.      Force Majeure
         -------------

Neither party shall be deemed in default or otherwise liable for any delay in or
failure of its performance  under this Agreement or any Statement of Work (other
than payment  obligations) by reason of any Act of God, fire,  natural disaster,
accident,  riot,  act of  government,  strike  or  labor  dispute,  shortage  of
materials  or  supplies,  failure  of  transportation  or  communication  or  of
suppliers of goods or services, or any other cause beyond the reasonable control
of such party.  Performance  times shall be considered  extended for a period of
time equivalent to the time lost because of such delay.

14.      Governing Law; Entire Agreement
         -------------------------------

This  Agreement and each Statement of Work shall be governed by and construed in
accordance  with the laws of the  State of New  Jersey,  without  regard  to its
conflict of laws provisions.  The exclusive jurisdiction and venue for all legal
actions  arising  out of or  related  to this  Agreement  shall be in  courts of
competent  subject  matter  jurisdiction  located in the Middlesex  County,  New
Jersey, and the parties hereby consent to the jurisdiction of such courts.  This
Agreement,  together  with any  Statements  of Work  executed  pursuant  hereto,
constitutes the entire agreement between the parties with respect to the subject
matter  hereof,  and  supersedes  all  previous or  contemporaneous  agreements,
proposals, understandings and representations,  written or oral, with respect to
the subject matter hereof.  Neither this Agreement nor any Statement of Work may
be  modified  or  amended  except  in  a  writing  signed  by  duly   authorized
representatives  of each party.  To the extent there is such a conflict  between
the terms and  conditions of a Statement of Work and the terms and conditions of
this  Agreement,  the terms and conditions of the Statement of Work shall govern
and control unless otherwise specified in the Statement of Work.

15.      Notices
         -------

All  notices,  consents and  approvals,  including  notices of address  changes,
required or permitted to be given by either party under this Agreement  shall be
in  writing  and  shall be  deemed  given  when  delivered  in person or sent by
registered or certified mail or by reputable  overnight  commercial  delivery to
the address set forth on page 1; provided,  however,  that notices to Consultant
shall be sent to the attention of its General Counsel.

16.      Severability
         ------------

It is the  desire  and  intent of  Consultant  and  Customer  that the terms and
conditions of this Agreement shall be enforced to the fullest extent permissible
under  the  laws and  public  policies  applied  in each  jurisdiction  in which
enforcement  is  sought.  Accordingly,  if  any  particular  provision  of  this
Agreement shall be adjudicated to be overly broad,  invalid or  unenforceable as
written,  it is the desire and intent of Consultant  and Customer that the court
will revise such provision as it deems  necessary to make it consistent with the
law and public  policy of the  jurisdiction  and  governing  law and enforce the
provision as so revised. In particular,  if any one or more provisions contained
in this Agreement shall for any reason be adjudicated to be excessively broad as
to duration,  geographical  scope,  activity or subject matter, it is the desire
and  intent  of  Consultant  and  Customer  that the  court  shall  modify  such
provisions to reduce their breadth to whatever  extent and in whatever manner it
deems  necessary to render them reasonable and enforceable to the maximum extent
compatible  with  applicable  law.  In the  event  that  any  one or more of the
provisions of this Agreement shall be held invalid,  illegal or unenforceable in
any  respect,  the  validity,  legality  and  enforceability  of  the  remaining
provisions of this Agreement shall not be affected.

17.      Survival
         --------

In the event of any  termination  of this  Agreement,  the  parties  agree  that
Sections  2, 3, 4, 5, 6, 7, 8, 9, 10, 11,  14,  16, 20, 21 and 22 shall  survive
such termination. In addition, certain terms in the Statement of Work shall also
survive the termination of the Agreement if so specified  therein.  In addition,
the parties agree that certain other terms and conditions  may, by their nature,
survive any termination of this Agreement.

<PAGE>

18.      Waiver
         ------

No waiver or forbearance  by either party hereto of any rights  hereunder in any
particular  instance  shall act to  preclude  such party from  exercising  those
rights in any other instance.

19.      Assignment
         ----------

The parties  shall not assign their  rights,  duties or  obligations  under this
Agreement,  in whole or in part,  without the prior written consent of the other
party.

20.      Conflict
         --------

The terms and  conditions of this  Agreement,  including all  Statements of Work
executed  pursuant  hereto,  shall  prevail  notwithstanding  any  different  or
additional terms and conditions of any purchase order or other form for purchase
or  payment  submitted  by  Customer  to  Consultant,  all of which  are  hereby
rejected.



                                      -6-
                                  CONFIDENTIAL

<PAGE>

21.      Headings
         --------

The section and other  headings  contained in this  Agreement  are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

22.      Counterparts
         ------------

This Agreement may be executed on separate  counterparts,  any one of which need
not  contain  signatures  of more than one  party,  but all of which  when taken
together shall constitute one and same agreement.

IN WITNESS  WHEREOF,  the  parties to this  Agreement  have caused it to be duly
executed by their respective duly authorized representatives as of the Effective
Date.

VENTURE CONSULTING GROUP, INC.                          CUSTOMER


By /s/ Ronald Sacks                                  By /s/ Stephen M. Deixler
   ------------------------------------              -------------------------
                  Signature                                      Signature

Ronald Sacks                                               Stephen M. Deixler
---------------------------------------               -------------------------
                  Print Name                                     Print Name

President and Managing Partner                                 Chairman
---------------------------------------                -------------------------
                  Print Title                                    Print Title

September 18, 2000                                       September 18, 2000
---------------------------------------                  -----------------------
                Print Date                                       Print Date




Form 9902 (v. 1)



                                      -7-
                                  CONFIDENTIAL

<PAGE>



                           Master Consulting Agreement

                         Venture Consulting Group, Inc.
                         ------------------------------

                             Statement of Work No. 1

Customer:  ION Networks, Inc.
           ------------------

Customer Address: 1551 South Washington Avenue, Piscataway, NJ 08854

Customer Project Manager:
Name:             Stephen M. Deixler - COB
Address:          1551 South Washington Avenue, Piscataway, NJ 08854

Telephone: 732-529-0100
           ------------
Fax:       732-529-0115
           ------------
E-mail: Stephen.Deixler@ion-networks .com


         This  Statement of Work No. 1  ("Statement  of Work") is in  accordance
with and is hereby made a part of the Master  Consulting  Agreement  between Ion
Networks,  Inc.  ("Customer") and Venture Consulting Group, Inc.  ("Consultant")
with an Effective  Date of September 18, 2000,  (the  "Agreement").  Capitalized
terms not otherwise  defined  herein shall have the meaning  ascribed to them in
the Agreement. In the event of a conflict among the terms and conditions of this
Statement of Work and the terms and conditions of the  Agreement,  the terms and
conditions of this Statement of Work shall govern and control such conflict. The
following services will be performed by Consultant.

1.       Description of Services

          (a) Ron Sacks.  Beginning on  September  18,  2000,  Consultant  shall
provide the  services of Ron Sacks on a full time basis,  for a period of 1 year
(the  "Services").  During this  period,  Mr.  Sacks will work  exclusively  for
Customer except that he will continue in his capacity as the Managing Partner of
Venture  Consulting  Group,  Inc. Mr. Sacks will be appointed by the  Customer's
Board of Directors to the position of interim and acting Chief Executive Officer
("CEO")  and will be an  officer  of  Customer.  Mr.  Sacks  will  report to the
Customer's Board of Directors and shall have all of the rights,  privileges, and
responsibilities  of the CEO as provided in Customer's charter and by-laws,  and
pursuant to any and all applicable  laws,  including  being  accountable for the
fiduciary  duties and  obligations  of an officer of Customer.  His duties shall
include,  but not be limited  to,  assisting  in  assessing  Customer's  current
business situation, developing a turn-around plan, presenting a turn-around plan
to  Customer's  Board of  Directors,  and  initiating  critical  elements of the
turn-around plan (collectively, the "Deliverables").

          (b) William  Gilbert,  George Jarrold,  and Daniel Hunt.  Beginning on
September 18, 2000,  Consultant  shall provide the services of William  Gilbert,
George Jarrold,  and Daniel Hunt (hereinafter  referred to as "Advisors") in the
capacity of advisors to Mr.  Sacks.  Each of the Advisors  shall devote ten (10)
days (a day is defined as nine (9) hours) per quarter to the Customer.

2.       Obligations of Customer

         Mr. Sacks shall report directly to Customer's  Board of Directors.  The
Board of Directors  shall  appoint Mr. Sacks to the position of Chief  Executive
Officer of Customer  and give him access to its Board of  Directors,  resources,
staff,  contractors,  and other  parties as deemed  necessary  to  complete  the
Services  described  herein.  Customer  shall cover Mr. Sacks under a D&O policy
with at least the same rights and  coverage  provided  to all other  officers of
Customer.  Customer will provide proof of such D&O coverage prior to October 15,
2000  and  will  use  reasonable  commercial  efforts  to  obtain  a  waiver  of
subrogation rights by the insurance company providing the D&O coverage after the
execution of this  Agreement by  Consultant.  Mr. Sacks shall be entitled to the
same  indemnification that is provided to other officers of Customer pursuant to
Customer's by-laws, charter and any and all applicable laws.



                                  CONFIDENTIAL
<PAGE>



3.       Warranties

         For  purposes  of Section 1 of this  Statement  of Work  only,  add the
following to the end of Section 5.3 of the Agreement:  "The foregoing  exclusive
remedy  shall not  apply to any  claims  arising  out of or  resulting  from the
fraudulent activity of Ron Sacks or the  misappropriation of Customer's funds by
Ron Sacks. In addition,  the foregoing  exclusive  remedy shall not apply to any
claims  arising  out of or  resulting  from  the  willful  misconduct  or  gross
negligence  of Ron Sacks or of the  Advisors  in  connection  with the  Services
provided by them under this Statement of Work; provided, however, that the total
liability  for all such claims  arising out of or  resulting  from such  willful
misconduct or gross  negligence shall not under any  circumstances,  exceed Five
Hundred Thousand Dollars ($500,000.00)."

4.       Limitation of Liability

         For  purposes  of Section 1 of this  Statement  of Work  only,  add the
following to the end of Section 7.2 of the Agreement: "The foregoing limitations
shall not apply to any claims  arising out of or resulting  from the  fraudulent
activity of Ron Sacks or the  misappropriation of Customer's funds by Ron Sacks.
In addition, the foregoing limitations shall not apply to any claims arising out
of or resulting from the willful  misconduct or gross negligence of Ron Sacks or
of the  Advisors in  connection  with the  Services  provided by them under this
Statement of Work;  provided,  however,  that the total  liability  for all such
claims  arising  out of or  resulting  from  such  willful  misconduct  or gross
negligence  shall not under any  circumstances,  exceed  Five  Hundred  Thousand
Dollars ($500,000.00)."

5.       Use of Deliverables

         Upon payment of all fees and other amounts as they become due hereunder
and  provided  that  Customer  is not in  material  breach  of  this  Agreement,
Consultant   assigns  to  Customer   all  right,   title  and  interest  in  the
Deliverables,  which  shall  thereafter  be  the  sole,  exclusive  property  of
Customer.

6.       Fees

(a) Fees for Services of Ron Sacks.  Customer  shall pay to  Consultant a fee of
Four Hundred Thousand Dollars  ($400,000.00) in consideration of the services of
Ron Sacks, to be pro-rated over one (1) year and to be paid as described below.

(b) Fees for Services of Advisors. Customer shall pay to Consultant a fee of One
Hundred Thousand  Dollars  ($100,000.00) in consideration of the services of the
Advisors, to be pro-rated over one (1) year and to be paid as described below.

7.       Payment Schedule

         Customer  shall  pay a  retainer  fee of  Forty  Two  Thousand  Dollars
($42,000.00) to Consultant  upon Customer's  execution of the Agreement and this
Statement  of Work.  Thereafter  payments  of the  above  fees  shall be made to
Consultant every 2 weeks.

8.       Non-Competition

         Ron Sacks, in his individual  capacity,  agrees that during the term of
the Agreement and for a period of time after  termination  of the Agreement that
is equal to the amount of time in which he provided  the  Services  described in
Section 1(a) of this  Statement of Work,  up to a maximum of twelve (12) months,
he shall  not,  either  directly  or  indirectly,  act or serve in any  capacity
(including  but  not  limited  to as  employee,  consultant,  agent,  principal,
shareholder,  partner,  joint  venturer)  with  any of the  entities  listed  on
Schedule A annexed  hereto.  Notwithstanding  this  Section  8, it is  expressly
agreed that nothing in the Agreement or Statement of Work will prevent Ron Sacks
from continuing in his capacity as Managing Partner of Venture  Consulting Group
Inc. or, from owning up to ten percent (10%) of any company or business,  either
privately or publicly held.

         Ron Sacks further agrees that (i) the restrictions  described above are
reasonable  and necessary for the  protection of Customer's  business  interest,
(ii) in the event of any breach of Mr. Sacks'  obligations  hereunder,  Customer
will not have an adequate  remedy in money or  damages,  and  Customer  shall be
entitled  to  obtain  injunctive  relief  against  such  breach  in any court of
competent jurisdiction without the necessity of posting a bond even if otherwise
normally  required,  and  (iii)  such  injunctive  relief  will in no way  limit
Customer's  right  to  seek or  obtain  other  remedies  available  to it  under
applicable  law for such breach or threatened  breach.  If any court  determines
that  any of the  restrictions  provided  for in this  Section  6,  or any  part
thereof, is unenforceable because of the duration or scope of such restrictions,
such  court  shall  have  the  power to  reduce  the  duration  or scope of such
restrictions,  as the case may be, and, in their reduced form, such restrictions
shall be enforceable.


                                      -2-
                                  CONFIDENTIAL



         The Advisors  shall not be bound by the  restrictions  set forth above.
However,  each Advisor,  in his individual  capacity,  hereby agrees that in the
event they are to perform  duties  similar or related to the same subject matter
as those they perform for  Customer  during the term of the  Agreement,  for any
entity which is a competitor of Customer,  they will advise  Customer's Board of
Directors in advance of accepting  any such duties,  and will  disclose,  to the
extent not circumscribed by a non-disclosure and /or confidentiality  agreement,
the scope and the nature of the duties to be performed for such competitor.

         In the event of any termination of the Agreement, this Section 8 of the
Statement  of  Work,  as it  applies  to  Mr.  Sacks,  shall  survive  any  such
termination.

         The Effective Date of this Statement of Work is September 18, 2000.

         IN WITNESS  WHEREOF,  the parties to this Statement of Work have caused
it to be duly executed by their respective duly authorized representatives as of
the Effective Date.

VENTURE CONSULTING GROUP, INC.      CUSTOMER


By /s/ Ronald Sacks                                 By /s/ Stephen M. Deixler
   ---------------------------                      ---------------------------
                  Signature                                       Signature

Ronald Sacks                                        Stephen M. Deixler
------------------------------                      ---------------------------
                  Print Name                                      Print Name

President and Managing Partner                         Chairman
------------------------------                      ---------------------------
                  Print Title                                     Print Title

September 18, 2000                                   September 18, 2000
-----------------------------                        --------------------------
                  Print Date                                      Print Date


The undersigned are hereby  executing this Statement of Work for the purposes of
agreeing to the provisions of Section 8 hereof.

By /s/ Ronald Sacks                            By  /s/  William Gilbert
   ---------------------------------             ------------------------------
         Ron Sacks                                      William Gilbert



By /s/ George Jarrold                          By /s/ Daniel Hunt
   ---------------------------------              ------------------------------
         George Jarrold                                Daniel Hunt


                                      -3-
                                  CONFIDENTIAL