MUTUAL NON-COMPETITION AGREEMENT

In consideration of the mutual promises contained herein and for such other good
and valuable consideration, the receipt and sufficiency are hereby acknowledged,
NEXLAND, INC., an Arizona corporation (together with its successors, assigns and
other legal representatives, if and where applicable, "Nexland"), and NEXLAND,
S.A., a corporation formed under the laws of France (together with its
successors, assigns and other legal representatives, if and where applicable,
"Nexland France"; together with Nexland, the "Parties," and each a "Party")
covenant and agree as follows:

1.       Competition. Each Party acknowledges and agrees that the other would
         suffer injury in the event of competition between them. As such, it is
         covenanted and agreed as follows:

         (a)      Effective as of November 17, 2000, and continuing for a period
                  of five (5) years (the "Restricted Period"), Nexland agrees
                  that it will not, directly or indirectly, operate, organize,
                  maintain, establish, manage, own, participate in any business
                  or venture in any part of Europe (the geographic region of
                  Europe with respect to Nexland France, and the rest of the
                  world with respect to Nexland, are referred to herein as each
                  entity's respective "Restricted Territory") which engages in
                  the business or other areas of activity of Nexland France or
                  is otherwise in competition with products or services being
                  developed, manufactured, marketed, provided or sold by Nexland
                  France, unless such activity shall have been previously agreed
                  to in writing by Nexland France;

         (b)      During the Restricted Period, Nexland France agrees that it
                  will not, directly or indirectly, operate, organize, maintain,
                  establish, manage, own, participate in any business or venture
                  in any part of the Restricted Territory of Nexland, which
                  engages in the business or other areas of activity of Nexland
                  or is otherwise in competition with products or services being
                  developed, manufactured, marketed, provided or sold by
                  Nexland, unless such activity shall have been previously
                  agreed to in writing by Nexland;

         (c)      During the Restricted Period, neither Party shall, directly or
                  indirectly, divert business from the other.

         (d)      Notwithstanding anything herein contained to the contrary, a
                  Party shall not be deemed to be in breach of this Agreement if
                  it enters into an agreement covering the Restricted Territory
                  of the other Party. In such instances, that portion of the
                  agreement concerning the Restricted Territory shall be
                  assigned to the Party having rights under this Agreement over
                  such Restricted Territory. The assignee Party shall pay an
                  amount equal to 20% of such gross sales amount to the assignor
                  Party.

         (e)      In the event that either Party receives a commercial inquiry
                  from a third party located in the Restricted Territory of the
                  other, such Party shall refer or otherwise direct the inquiry
                  to the Party holding rights under this Agreement to such
                  Restricted Territory.


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2.       Reasonableness of Restrictions. Each Party has carefully read and
         considered the provisions of Section 1 hereof and, having done so,
         agrees that the covenants set forth therein are fair and reasonable and
         are reasonably required to protect the legitimate business interests of
         the other. Each Party agrees that if a court of competent jurisdiction
         holds any of the covenants set forth in Section 1 unenforceable, the
         court shall substitute an enforceable covenant that preserves, to the
         maximum lawful extent, the scope, duration and all other aspects of the
         covenants deemed unenforceable, and that any such covenant substituted
         by the court shall be immediately enforceable against either Party. The
         foregoing shall not be deemed to affect the right of the Parties to
         appeal any decision by a court concerning this Agreement.

3.       Governing Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of Florida without regard to the
         conflict of laws principles thereof.

4.       Suits in Florida. The Parties agree that any action or proceeding
         relating in any way to this agreement shall be brought exclusively in
         the state or federal court of competent subject matter jurisdiction in
         Miami-Dade County, Florida. The Parties expressly voluntarily consent
         to personal jurisdiction and venue in these courts, and expressly waive
         any objection to jurisdiction or venue in these courts.

5.       Severability. Each provision hereof shall be deemed a separate
         agreement, severally and independently enforceable, regardless of the
         invalidity or unenforceability of any other provision. Any invalid or
         unenforceable provision shall be deemed, without further action on the
         part of the parties, to be modified, amended and limited solely to the
         extent necessary to render the same valid and enforceable.

6.       Waiver of Jury Trial. The parties hereby knowingly, voluntarily and
         intentionally waive the right either may have to a trial by jury in
         respect of any litigation based hereon, or arising out of, under or in
         connection with this agreement and any document executed in connection
         herewith or related hereto, or any course or conduct, or actions or
         statements (oral or written) of either party. This provision is a
         material inducement for the parties to enter into this transaction.

THE UNDERSIGNED HAVE READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND UNDERSTAND
AND AGREE TO EACH OF THEM.

NEXLAND, INC., an Arizona corporation      NEXLAND, S.A., a French corporation


By: /s/ Greg Levine                        By: /s/ Daniel I. Sultan
   ------------------------------------       -----------------------------
Name:  Greg Levine                         Name:    Daniel I. Sultan
Title: President                           Title:
Date:                                      Date: