Exhibit 10.2

[LOGO OMITTED]

August 31, 2004



ION NETWORKS, INC.
120 CORPORATE BLVD.
SUITE A
SOUTH PLAINFIELD, NJ 07080

T: +1 908 546 3900
F: +1 908 546 3091
TF: 800 722 8986



Henry A. Hill
337 Beach Front
Manasquan, NJ  08736

Dear Henry:

We are  pleased to extend  this  offer to you for the  position  of SENIOR  VICE
PRESIDENT,  TECHNICAL  SERVICES,  reporting to Norman Corn, CEO.  Details are as
follows:

BASE SALARY AND BONUS
You will  receive an  annualized  base salary of  $150,000  (one  hundred  fifty
thousand dollars), paid semi-monthly. You will also be eligible for an incentive
bonus based on Company performance. For calendar year 2004, you will be eligible
for a bonus amount not to exceed $7,500. Thereafter, you will be eligible for an
annualized bonus of up to $20,000.

STOCK OPTIONS
The Board of Directors, on August 27, 2004, approved a one-time award of 500,000
Stock  Options.  The term of these options will be 5 years with vesting over the
first three years as follows: 34% of the number of shares subject to each option
grant shall vest 12 months from the date of grant,  and the  remaining 66% shall
vest  at a rate  of  8.25%  per  three  month  period  following  the  12  month
anniversary of the grant.  The complete details will be supplied to you with the
actual option grant.

BENEFITS
You will be  eligible  for  benefit  coverage  commencing  on your  first day of
employment. Benefits include medical, dental, vision, Rx, life insurance with an
AD&D provision and long and short-term  disability  insurance.  You will also be
eligible to enroll in our 401(k) plan.

VACATION
You will be  eligible  for  three  weeks'  paid  vacation  annually,  as per the
Company's  policy.  Vacation is accrued on a monthly basis and will be pro-rated
for your first calendar year of employment.


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SEVERENCE
Your  employment  may be terminated at any time  immediately  upon notice by the
Company,  without "Cause". If you are terminated by the Company without "Cause",
you shall be entitled to a  severance  payment  equal to a payment of salary for
the next 6 months as if the Agreement had not been  terminated.  You and Company
agree that such severance payment shall also constitute  liquidated  damages and
is a  reasonable  approximation  of  Employee's  damages  as a  result  of  such
termination.

For the purpose of this document,  "Cause" shall be defined as (1) conviction of
a felony,  or (2) acts of dishonesty or moral  turpitude  constituting  fraud or
embezzlement  or  otherwise  materially  adversely  affecting  the  business  or
properties  of the  Company  and/or  its  Affiliates;  (3)  failure  to obey the
reasonable and lawful  directions of the Chief Executive  Officer;  (4) repeated
negligence  by the  Employee  in the  performance  of, or willful  disregard  by
Employee of his obligations under this Agreement; or (5) if Employee is indicted
for a criminal violation of security laws.

ION  Networks,  Inc.  is an "at will"  employer  and as a result the  employment
relationship  will be "at will", and may be terminated by either the employee or
the  company at any time,  with or  without  cause,  unless a  specific  written
agreement,  approved by the CEO of ION Networks,  Inc. is  subsequently  entered
into with you. It should also be understood that this letter does not constitute
a contract of employment or an agreement of employment  for any specific  period
of time.

We are  delighted at the prospect of your joining our team here at ION Networks,
Inc.  and  look  forward  to  establishing  what I am sure  will  be a  mutually
rewarding  business  relationship.  Should you have any questions  regarding the
specifics of this offer, please do not hesitate to call me.

Please  indicate your acceptance by signing and returning a copy of this letter,
the Incentive Compensation Plan and the Non-Disclosure/Non-Compete.

Sincerely,
                                          ACCEPTED



Norman E. Corn                   ----------------------------------------
Chief Executive Officer          HENRY A. HILL                       DATE

                                            8-31-04
                                          START DATE


Encl:    Non-Disclosure/Non-Compete Agreement
         Benefit Package