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                                                                    Exhibit 10.1


                              EMPLOYMENT AGREEMENT

This Employment Agreement (the "AGREEMENT"),  effective as of December __, 2000,
is made  and  entered  by and  between  JOHN  DUBOIS  (the  "EXECUTIVE")  and NX
NETWORKS, INC., a Delaware corporation (the "COMPANY").

                              W I T N E S S E T H:

WHEREAS,  the  Company  desires to engage  the  Executive  to  provide  services
pursuant to the terms of this Agreement; and

WHEREAS,  the Executive desires to provide such services to the Company pursuant
to the terms of this Agreement;

NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of  the  respective
covenants and agreements set forth below, the parties hereto agree as follows:

         1. TERM OF EMPLOYMENT

         The term of the  Executive's  employment  under  this  Agreement  shall
commence on January 3rd, 2001 and end on the third anniversary of such date (the
"Term of  Employment").  If the Company or the Executive does not deliver to the
other  party at least 60 days prior to the end of the three  year term,  written
notice  that the Term of  Employment  shall end on January 3, 2004,  the Term of
Employment shall  automatically  continue for an additional  one-year period. At
the end of such one year  period,  the Term of  Employment  shall  automatically
continue for  successive one year terms unless either party delivers at least 60
days prior written  notice that the Term of  Employment  shall end at the end of
such one-year renewal period.

         2. DUTIES

         (a) During the Term of  Employment,  the  Executive  shall serve as the
Chief  Executive  Officer and, as provided in Section 2(b) below,  a Director of
the Company with such authority and duties as are generally associated with such
position  and as may be  assigned  to him  from  time to time  by the  Board  of
Directors of the Company that are consistent with such authority and duties. The
Executive shall report to the Chairman of the Board of Directors of the Company,
or  someone  or some body  within  the Board if there is no  Chairman  or if the
Executive becomes the Chairman.

         (b) During the Term of  Employment  and except as  provided  in Section
2(c), the Executive  shall devote his full business time and best efforts to the
business and affairs of the Company.  The Executive  agrees to continue to serve
during the Term of Employment as a Director and a member of any committee of the
Board of  Directors  of the Company  that the Board may  designate.  The Company
agrees to use its commercially reasonable best efforts to cause the Executive to
be elected and continued in office throughout the Term of Employment as a member
of the Board of Directors of the Company and shall include him in the management
slate for election as a Director of the Company at every  stockholders'  meeting
of the Company at which his term as a Director would otherwise expire.

                                      -1-
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         (c) Anything  herein to the contrary  notwithstanding,  nothing in this
Agreement  shall  preclude  the  Executive  from (i)  serving  on the  boards of
directors of other  corporations  or the boards of a reasonable  number of trade
associations and/or charitable organizations,  in each case subject to the prior
approval  of the  Board of  Directors  of the  Company  (not to be  unreasonably
withheld),  (ii) engaging in  charitable  activities  and community  affairs and
(iii)  managing  his  personal  investments  and  affairs,  provided  that  such
activities  do not  interfere  with the  proper  performance  of his  duties and
responsibilities under this Agreement. The Company agrees that the Executive may
continue to serve in all board  positions  disclosed to the Company prior to the
date of this Agreement.

         3. NO CONFLICT OF INTEREST

         The parties  certify that the  Executive has advised the Company of his
professional  and  business  relationship  with Keir  Kleinknecht.  The business
relationship  is that the  Executive  was a member of the Board of Advisors  for
E-Goo  Venture  Fund,  of which Mr.  Kleinknecht  was a managing  partner.  That
business  relationship  is  expected  to  continue  in some  form.  The  Company
acknowledges  that this  relationship does not create a conflict of interest for
the Executive or diminish in any respect the Executive's  capacity to enter this
Agreement or to perform the job and duties described in this Agreement.

         4. COMPENSATION AND RELATED MATTERS

         (a) SALARY. During the Term of Employment,  the Executive shall receive
a base salary (the "Base  Salary") at the rate of $260,000 per annum.  Such Base
Salary shall be payable  semi-monthly in accordance with the Company's  policies
in  effect  from  time to time.  The  Board of  Directors  from time to time may
increase, but not decrease, the Base Salary.

         (b) BONUS.  The  Executive  shall be eligible for a quarterly  bonus in
such amount as the Board of Directors may designate. Payment of any annual bonus
shall be made at the same time that other senior-level  executives receive their
bonus but in no event later than  fifteen  days after the close of the period to
which such bonus relates.

         (c)  STOCK  OPTIONS.  To  induce  the  Executive  to  enter  into  this
Agreement, the Executive is hereby granted an option (the "Stock Option") by the
Company to purchase  shares of common stock,  par value $0.05 per share,  of the
Company  (the "Common  Stock").  The Stock  Option  shall be  memorialized  in a
separate stock option agreement,  dated the date hereof, between the Company and
the Executive. The Stock Options will be in two tranches.

The first  tranche of the Stock  Option will be for  2,000,000  shares of Common
Stock,  and will have an exercise  price per share  equal to the closing  market
price per share of the Common Stock on the date of this Agreement.  This tranche
of the Stock  Option  shall vest over time as follows  and be subject to earlier
vesting as described below.

Time vesting:
500,000  shares  subject to the Stock Option shall vest on January 3, 2001,  and
250,000  shares  subject  to the Stock  Option  shall  vest  thereafter  on each
six-month anniversary of such date.

                                      -2-
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Accelerated  vesting of the number of shares  indicated  below,  or such  lesser
amount  as  remains  unvested  at the time of the  acceleration  event,  for any
one-year period will occur as follows:

NO. SHARES           VESTING EVENT

250,000     Common Stock trades at $5/share for 10 consecutive trading days
250,000     Common Stock trades at $8/share for 10 consecutive trading days
250,000     Common Stock trades at $12/share for 10 consecutive trading days

The price points designated above refer to the last reported sales price for the
trading day.

The second  tranche of the Stock Option will be for  1,200,000  shares of Common
Stock and will have an exercise  price equal to the last reported sales price of
the Common Stock on the date of this  Agreement.  Vesting of this tranche of the
Stock Option will occur in equal quarterly  increments over a three-year  period
commencing on January 3, 2001, e.g. 100,000 shares vest quarterly.

As soon as  reasonably  practicable,  the Company  shall use its best efforts to
register the shares  underlying  the Stock  Options on  Securities  and Exchange
Commission Form S-8,  including the registration of any shares  underlying Stock
Options vested prior to the date of filing such Form S-8.

Furthermore,  the Company will permit the  Executive to exercise  some or all of
his Stock Options  described in this Section 4 prior to the full vesting of such
Stock  Options.  If  requested  by the  Executive,  the  Company  will  loan the
Executive  an amount  equal to the total  purchase  price for the Stock  Options
included  in this  Section 4 which the  Executive  elects to  exercise  prior to
vesting.  Any such loan shall be a full  recourse  loan.  In addition,  the loan
shall be secured by the shares of Common  Stock of the Company  purchased by the
Executive  with the proceeds  thereof.  Each such loan will bear interest at the
market rate of interest as determined by the Company's independent  accountants,
or the maximum rate permissible by law (which under the laws of the Commonwealth
of Virginia  deemed to be the laws relating to permissible  rates of interest on
commercial loans),  whichever is less, and shall become due and payable no later
than  January 3, 2004.  The stock shall be held in escrow by the  Company  until
vesting  occurs at which time the  Executive  may chose to receive  the stock in
exchange for  repayment of the pro-rata  amount of the loan.  The  Executive may
elect to file an election  under  Section  83(b) of the Code within  thirty (30)
days of the date of purchase of the shares.

         (d) EXPENSES.  The Executive is authorized to incur reasonable expenses
in carrying out his duties and  responsibilities  under this  Agreement  and the
Company  shall  promptly  reimburse  him for all business  expenses  incurred in
connection therewith,  subject to documentation in accordance with the Company's
policy.

         (e) EMPLOYEE  BENEFITS.  During the Term of  Employment,  the Executive
shall be  entitled  to  participate  in or  receive  benefits  under any and all
employee  benefit plans,  programs and  arrangements  on terms no less favorable
than those generally applicable to senior executives of the Company,  subject to
and on a basis consistent with the terms,  conditions and overall administration
of such employee benefit plans,  programs and arrangements.  The Executive shall
also be  eligible to  participate  in the  Company's  executive  perquisites  in
accordance  with the terms and provisions of the  arrangements as in effect from
time to time for the Company's senior  executives.  The Executive will receive a
medical insurance  coverage family plan as offered to other Executives.  For the
Term of  Employment,  said medical  insurance  coverage shall be for the maximum
coverage  available for said medical  coverage.  The Executive will receive life
insurance  coverage  as  comparable  to that,  which  is  offered  to any  other
executive.

         (f)  VACATION.  The  Executive  shall be entitled to four weeks of paid
vacation for each 12-month period during the Term of Employment,  which shall be
taken at such  times and  intervals  as shall be  determined  by the  Executive,
subject to the  reasonable  business needs of the Company.  The Executive  shall
also be  entitled  to the paid  holidays  and other  paid leave set forth in the
Company's policies.

         (g) PAYMENT UPON CHANGE OF CONTROL. In the event of a Change of Control
of the Company,  as defined in the Company's 1999 Long Term Incentive  Plan, the
Company shall issue to the Executive 400,000 shares of Common Stock,  subject to
proportionate  adjustment  in the case of dividends  paid on the Common Stock in
additional  shares  of Common  Stock,  and stock  dividends  and  consolidations
involving  the  Common  Stock  and  equitable  adjustment  in  the  event  of  a
reclassification or other reorganization  affecting the Common Stock (or, if the
Common Stock was modified, exchanged or converted in connection with such Change
of Control,  the cash,  securities or other  property  that such 400,000  shares
would  represent at the time of the Change of Control if they had been modified,
exchanged or converted in connection  with such Change of Control).  Such Common
Stock will be registered by the Company (or its  successor)  with the Securities
and  Exchange  Commission  at the time of, or as soon as  possible  after,  such
issuance.

         (h) CASH PAYMENT IN CERTAIN CIRCUMSTANCES. In the event that the equity
compensation  to the Executive set forth in this  Agreement is determined by the
Company to require  stockholder  approval  under  applicable  regulations of the
Nasdaq Stock Market,  then the Stock Options  provided herein will be reduced to
the  largest  number of Stock  Options  that  could be  issued to the  Executive
without  such  stockholder  approval.  In lieu of the  Stock  Options  that  are
eliminated  as a result of this  provision,  the  Company  will treat such Stock
Options as stock  appreciation  rights  having an  exercise  price  equal to the
exercise  price of such Stock Options and, upon vesting and exercise  thereof by
the  Executive,  pay to the  Executive,  in cash,  the  difference  between  the
exercise price of such stock appreciation rights and the closing market price of
the Common Stock on the date the Executive  exercises such rights.  If any Stock
Options are  converted  into stock  appreciation  rights,  the Executive and the
Company will enter into an agreement  delineating such rights,  which will be as
comparable  as  practicable  to the rights and  responsibilities  of the parties
under  the  stock  option  agreement  between  the  Executive  and the  Company.
Notwithstanding  the foregoing,  if the equity compensation to the Executive set
forth in this  Agreement  is  determined  by the Company to require  stockholder
approval  under  applicable  regulations  of the Nasdaq Stock  Market,  and such
approval  can be obtained at that time or the grant of such equity  compensation
can be  ratified  by  stockholder  approval,  then in lieu of  converting  Stock
Options into stock appreciation rights the Company will undertake its reasonable
efforts to obtain such stockholder approval in order that the Stock Options will
not be affected.


                                   -4-
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              (i)   DEDUCTIONS   AND   WITHHOLDINGS   TAX  GROSS-UP  IN  CERTAIN
CIRCUMSTANCES.

              (i) All amounts payable or which become payable hereunder shall be
subject to all deductions and withholding required by law.

              (ii)  Notwithstanding  the subsection (h)(i) above, if as a result
of a Change of Control the Executive becomes subject to Section 280G of the Code
(or any  successor  provision)  which  imposes  an excise  tax in respect of the
issuance of any payment to the Executive under this Agreement,  then the Company
shall pay to the  Executive,  in cash at the time of such Change of  Control,  a
"tax gross-up" equal to the amount of the  Executive's  tax liability  resulting
from such  excise  tax  (including  any tax on the  amount so paid to cover this
obligation  calculated  at the highest  marginal  federal  and state  income tax
rates).

              (iii) The accounting firm engaged by the Company for general audit
purposes  as of the day prior to the  effective  date of the  Change of  Control
shall calculate the gross-up  payment.  If the accounting firm so engaged by the
Company is serving as accountant or auditor for the individual,  entity or group
effecting  the  Change of  Control,  the  Company  shall  appoint  a  nationally
recognized  accounting firm to make the determinations  required hereunder.  The
Company  shall bear all  expenses  with  respect to the  determinations  by such
accounting firm required to be made hereunder.

              (iv)  The  accounting  firm  engaged  to make  the  determinations
hereunder  shall provide its  calculations,  together  with detailed  supporting
documentation,  to the Company and Executive  within  fifteen (15) calendar days
after  the date on  which  Executive's  right  to a  payment  is  triggered  (if
requested  at that time by the  Company  or  Executive)  or such  other  time as
requested by the Company or Executive. If the accounting firm determines that no
excise tax is payable  with respect to a payment,  it shall  furnish the Company
and Executive with an opinion reasonably  acceptable to Executive that no excise
tax will be imposed with respect to such payment.  Any good faith determinations
of the  accounting  firm made hereunder  shall be final,  binding and conclusive
upon the Company and Executive.

              (v) The Company  agrees to make  reasonable  efforts to obtain the
requisite  stockholder  approval  under  Section  280G of the Code to avoid  the
imposition of an excise tax.

              (vi) If a  transaction  occurs which may invoke the  provisions of
Section  280G,  the  Executive  shall  cooperate  with the Company to  structure
payments to the  Executive  in a manner to eliminate or minimize the effect upon
the Company of Section 280G  provided that such  cooperation  will not adversely
affect the Executive.

         5. TERMINATION OF EMPLOYMENT

         (a) TERMINATION  DUE TO DEATH. In the event the Executive's  employment
is terminated due to his death, his estate or his beneficiaries, as the case may
be, shall be entitled to and their sole remedies under this Agreement shall be:

                                      -5-
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              (i) Base Salary through the date of death which shall be paid in a
single lump sum not later than required by law;

              (ii) the  balance of any bonus  awarded and earned but not paid at
the time of termination, which shall be paid in a single lump sum not later than
required by law; and

              (iii  other  or  additional   benefits  then  due  or  earned  in
accordance with applicable plans and programs of the Company.

         (b) TERMINATION DUE TO DISABILITY.  In the event the Executive  becomes
Disabled (as defined  below),  the Company may  terminate  his  employment  upon
notice  to  that  effect,   subject  to  compliance   with  the  Americans  With
Disabilities  Act and applicable state disability laws. Upon such a termination,
the Executive or his  representative,  as the case may be, shall be entitled to,
and their sole remedies under this Agreement shall be:

              (i) Base Salary  through the date of  termination,  which shall be
paid in a  single  lump  sum not  later  than  required  by law  following  such
termination;

              (ii) the  balance of any bonus  awarded and earned but not paid at
the time of termination, which shall be paid in a single lump sum not later than
required by law following the date of termination; and

              (iii)  other  or  additional   benefits  then  due  or  earned  in
accordance with applicable plans and programs of the Company.

For the purpose of this  subsection,  the Executive shall have a "Disability" at
such time as he becomes  entitled  to  benefits  under the  Company's  long-term
disability insurance plan as in effect from time to time.

         (c) TERMINATION BY THE COMPANY FOR CAUSE.

              (i) "Cause shall mean:

                   (A) willful and material  breach by Executive of Section 6 or
7 of this Agreement;

                   (B)  conviction of the Executive for a felony or  misdemeanor
involving moral turpitude;

                   (C) breach by the  Executive of any alcohol,  drug, or sexual
harassment  policy of the Company which  provides for  termination of employment
for violation; or

                   (D)  engagement by the Executive in conduct that  constitutes
gross neglect or willful gross  misconduct in carrying out his duties under this
Agreement.

                                      -6-
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For purposes of this  Agreement,  an act or failure to act on  Executive's  part
shall be considered "willful" if it was done or omitted to be done by him not in
good faith,  and shall not include any act or failure to act resulting  from any
incapacity of Executive.

              (ii)  In  the  event  the  Company   terminates  the   Executive's
employment  for Cause,  he shall be entitled to and his sole remedies under this
Agreement shall be:

                   (A) Base Salary  through the date of the  termination  of his
employment  for Cause,  which  shall be paid in a single lump sum not later than
required by law following the Executive's termination of employment;

                   (B) the balance of any bonus  awarded and earned but not paid
at the time of  termination,  which shall be paid in a single lump sum not later
than required by law following the date of termination; and

                   (C)  other  or  additional  benefits  then due or  earned  in
accordance with applicable plans or programs of the Company.

         (d)  TERMINATION  WITHOUT  CAUSE OR  CONSTRUCTIVE  TERMINATION  WITHOUT
CAUSE.  In the event the  Executive's  employment with the Company is terminated
without Cause (which  termination shall be effective as of the date specified by
the Company in a written  notice to the  Executive),  other than due to death or
Disability,  or in the event there is a Constructive  Termination  Without Cause
(as defined  below),  the  Executive  shall be entitled to and his sole remedies
under this Agreement shall be:

              (i) Base Salary through the date of termination of the Executive's
employment,  which  shall be paid in a single  lump sum not  later  than 15 days
following the Executive's termination of employment;

              (ii) Base Salary,  at the annualized rate in effect on the date of
termination  of the  Executive's  employment  for a period of one year after the
termination of employment  (the "SEVERANCE  PERIOD")  payable in accordance with
the Company's standard payroll practices;

              (iii) the balance of any bonus  awarded and earned but not paid at
the time of termination, which shall be paid in a single lump sum not later than
required by law following the date of termination;

              (iv) immediate  vesting of all shares subject to the stock options
which are unvested, all of which will be exercisable during the Severance Period
or for the remainder of the term of the option, if less;

              (v)  continued  participation  in all  medical,  health  and  life
insurance plans at the same benefit level at which he was  participating  on the
date of the termination of his employment until the earlier of:

                   (A) the end of the Severance Period; or

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                   (B) the date, or dates, he receives  equivalent  coverage and
benefits  under the plans and programs of a subsequent  employer  (such coverage
and benefits to be determined on a coverage-by-coverage,  or benefit-by benefit,
basis);  provided that (1) if the  Executive is precluded  from  continuing  his
participation in any employee benefit plan or program as provided in this clause
(v), he shall receive cash payments  equal on an after-tax  basis to the cost to
him of obtaining the benefits  provided under the plan or program in which he is
unable to participate for the period specified in this clause (v), (2) such cost
shall be deemed to be the lowest  reasonable  cost that would be incurred by the
Executive in obtaining  such benefit  himself on an  individual  basis,  and (3)
payment of such amounts shall be made quarterly in advance; and

              (vi) other or additional benefits then due or earned in accordance
with applicable plans and programs of the Company.

"TERMINATION WITHOUT CAUSE" shall mean the Executive's  employment is terminated
by the Company for any reason during the term of this Agreement other than Cause
(as defined in Section 5(c)) or due to death or Disability.

"CONSTRUCTIVE  TERMINATION  WITHOUT  CAUSE"  shall  mean  a  termination  of the
Executive's  employment  at his  initiative  as  provided in this  Section  5(d)
following the occurrence,  without the Executive's  written  consent,  of one or
more of the following events (except as a result of a prior termination):

                   (A) a material diminution or change, adverse to Executive, in
Executive's positions, titles, or offices as set forth in Section 2;

                   (B) an  assignment  of any  duties  to  Executive  which  are
inconsistent with his status as President and Chief Executive Officer;

                   (C) any other  failure by the Company to perform any material
obligation  under,  or breach by the Company of any material  provision of, this
Agreement that is not cured within 30 days;

                   (D) any  failure to secure  the  agreement  of any  successor
corporation  or other  entity  to the  Company  to fully  assume  the  Company's
obligations under this Agreement; or

                   (E) Forced  relocation  of the  Executive by the Company to a
work  location  greater  than fifty (50) miles from the  Company's  facility  in
Herndon, Virginia.

              (e) TERMINATION  FOLLOWING  NON-RENEWAL.  In the event that either
party  notifies the other in writing at least 60 days prior to the expiration of
the then  current  Term of  Employment  that it is  electing to  terminate  this
Agreement  at the  expiration  of the then current  Term of  Employment  and the
Executive's employment terminates upon such expiration, whether at the Company's
initiative or the Executive's initiative, the Executive shall be entitled to:

                                      -8-
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              (i) Base Salary through the date of termination of the Executive's
employment,  which shall be paid in a single lump sum no later than  required by
law following such termination;

              (ii) the  balance of any bonus  awarded and earned but not paid at
the time of termination, which shall be paid in a single lump sum not later than
required by law following the date of termination;

              (iii) continued  participation  in all medical and dental plans at
the  same  benefit  level  at  which  he was  participating  on the  date of the
termination of his employment until the earlier of:

                   (A) the first anniversary of such termination; or

                   (B) the date, or dates' he received  equivalent  coverage and
benefits  under the plans and programs of a subsequent  employer  (such coverage
and benefits to be determined on a coverage-by-coverage,  or benefit-by-benefit,
basis);  provided that (x) if the  Executive is precluded  from  continuing  his
participation in any employee benefit plan or program as provided in this clause
(iii) of this Section 5(e), he shall receive cash payments equal on an after-tax
basis to the cost to him of obtaining  the benefits  provided  under the plan or
program in which he is unable to  participate  for the period  specified in this
clause  (iii) of this  Section  5(e),  (y) such  cost  shall be deemed to be the
lowest cost that would be incurred by the  Executive in  obtaining  such benefit
himself on an  individual  basis,  and (z) payment of such amounts shall be made
quarterly in advance; and

              (iv) other or additional benefits then due or earned in accordance
with applicable plans and programs of the Company.

         (f) VOLUNTARY TERMINATION.  In the event of a termination of employment
by the Executive on his own initiative  other than (i) pursuant to Section 5(e),
(ii)  a  termination  due  to  death  or  Disability  or  (iii)  a  Constructive
Termination  Without Cause,  the Executive  shall have the same  entitlements as
provided in Section  5(c)(ii)  above for a  Termination  for Cause.  A voluntary
termination  under  this  Section  5(f)  shall be  effective  upon 30 days prior
written notice to the Company or such shorter period as may be determined by the
Company.

         (g) NO  MITIGATION,  NO  OFFSET.  In the  event of any  termination  of
employment  under this Section 5, the Executive  shall be under no obligation to
seek other employment;  amounts due the Executive under this Agreement shall not
be offset by any remuneration  attributable to any subsequent employment that he
may obtain.

         (h) NATURE OF PAYMENTS. Any amounts due under this Section 5 are in the
nature of severance payments considered to be -------------------  reasonable by
the Company and are not in the nature of a penalty.

         6. CONFIDENTIALITY

         (a) During the Term of Employment and  thereafter,  the Executive shall
not,  without  the prior  written  consent of the  Company,  disclose  to anyone
(except in good faith in the ordinary course of business to a person who will be
advised by the Executive to keep such  information  confidential) or make use of

                                      -9-
<PAGE>


any Confidential Information (as defined below) except in the performance of his
duties hereunder or when required to do so by legal process, by any governmental
agency having  supervisory  authority over the business of the Company or by any
administrative or legislative body (including a committee thereof) that requires
him to divulge, disclose or make accessible such information.  In the event that
the Executive is so ordered,  he shall give prompt written notice to the Company
in order to allow the Company the  opportunity to object to or otherwise  resist
such order.

         (b) "CONFIDENTIAL  INFORMATION"  shall mean all information  concerning
the business of the Company or any subsidiary relating to any of their products,
product development, trade secrets, customers, suppliers, finances, and business
plans and strategies.  Excluded from the definition of Confidential  Information
is  information  (i) that is or becomes  part of the public  domain,  other than
through  the breach of this  Agreement  by the  Executive,  (ii)  regarding  the
Company's  business or industry properly acquired by the Executive in the course
of his career as an executive in the Company's  industry and  independent of the
Executive's  employment  by the  Company,  (iii) that  becomes  available to the
Executive  on a  non-confidential  basis from a source  other than the  Company,
provided  that such  source is not known by the  Executive  to be  subject  to a
confidentiality  agreement  or other  obligation  of secrecy or  confidentiality
(whether  pursuant  to a  contract,  legal or  fiduciary  obligation  or duty or
otherwise)  to the Company or any other  person or entity or (iv)  approved  for
release by the Company or which the Company makes  generally  available to third
parties without an obligation of confidentiality.  For this purpose, information
known or available  generally within the trade or industry of the Company or any
subsidiary shall be deemed to be known or available to the public.

         7. NON-COMPETITION; NON-SOLICITATION

         The Executive  acknowledges  that his employment with the Company will,
of necessity,  provide him with  specialized,  unique knowledge and confidential
information  and  that,  in light of the  competitive  nature  of the  Company's
business,  the Company could be harmed if such  knowledge and  information  were
used in competition with the Company.  The Executive  further  acknowledges that
the Company would not enter into this  Agreement  and undertake the  substantial
obligations  under this  Agreement  without  the  Executive's  agreement  to the
following provisions of this Section 7:

         (a)  During  the  Restricted  Period  (as  defined  below) he will not,
directly  or  indirectly,  as  an  officer,  director,   stockholder,   partner,
associate,  employee, consultant, owner, agent, co-venturer or otherwise, become
or be  interested  in or be  associated  with  any  other  corporation,  firm or
business engaged in the manufacture, marketing or sale of products which compete
directly with products of the Company.  The Executive's  ownership,  directly or
indirectly,  of not more than three  percent (3%) of the issued and  outstanding
stock of any  corporation  or other entity,  the shares of which are traded on a
national securities exchange or the Nasdaq Stock Market,  shall not in any event
be deemed to be a violation of the provisions of this Section 7(a).

                                      -10-
<PAGE>

         (b) During the Restricted  Period,  the Executive  shall not call upon,
solicit,  divert or take away, or attempt to call upon, solicit,  divert or take
away, business of a type the same or similar to the business as conducted by the
Company prior to the date of termination of the Executive's  employment with the
Company from any of the  Customers of the Company upon whom he called or whom he
solicited or to whom he catered or with whom he became acquainted after entering
the employ of the Company.

         (c) The Executive  acknowledges  and agrees that during the time of his
employment  with the  Company,  he will  gain  valuable  information  about  the
identity,  qualifications  and  ongoing  performance  of  the  employees  of the
Company.  During the one-year  period after the  termination of the  Executive's
employment  with the Company for any reason,  the Executive  shall not (i) hire,
employ, offer employment to, or seek to hire, employ or offer employment to, any
of the Company's  senior level  employees with whom he had contact prior to such
termination  of  employment  or (ii) solicit or encourage  any such senior level
employee to seek or accept employment with any other person or entity.

         (d) The Executive  represents and warrants that the  knowledge,  skills
and abilities he currently  possesses are sufficient to permit him, in the event
of his termination of employment  hereunder for any reason, to earn a livelihood
satisfactory to himself without violating any provision of this Agreement.

         (e) For the purposes of this Section 7, "RESTRICTED  PERIOD" shall mean
the period beginning on the date hereof and ending with:

              (i) in the case of a  termination  of the  Executive's  employment
pursuant to Section  5(c) above,  or in the case the  Executive  terminates  his
employment other than pursuant to (x) a Constructive  Termination  Without Cause
or (y) pursuant to Section 5(e), the first anniversary of such termination;

              (ii) in the case of a termination  of the  Executive's  employment
pursuant to Section 5(d) above, the end of the Severance Period; and

              (iii) in the case of a termination of the  Executive's  employment
pursuant to Section 4(e) above, the date of such termination; PROVIDED, HOWEVER,
that  within 10 days after the  Executive  announces  that he will not renew his
employment  hereunder  at the end of the then  current  Term of  Employment  the
Company may notify the Executive that it will cause the Restriction Period to be
twelve (12) months and, in consideration  for such period,  the Company will pay
to the Executive the amounts specified in Section 5(e) above plus the following:

                    (A) continued  participation in all medical and dental plans
               at the same benefit  level at which he was  participating  on the
               date of the termination of his employment until the earlier of:

                    a.   the end of the Restriction Period; or

                    b.   the date, or dates, he received equivalent coverage and
                         benefits  under the plans and  programs of a subsequent
                         employer  (such  coverage and benefits to be determined

                                      -12-
<PAGE>

                         on  a   coverage-by-coverage,   or  benefit-by-benefit,
                         basis);

                                    provided   that  (x)  if  the  Executive  is
                           precluded from  continuing his  participation  in any
                           employee  benefit plan or program as provided in this
                           clause (iii) of this Section  5(e),  he shall receive
                           cash payments equal on an after-tax basis to the cost
                           to him of obtaining the benefits  provided  under the
                           plan or program in which he is unable to  participate
                           for the period specified in this clause (iii) of this
                           Section 5(e), (y) such cost shall be deemed to be the
                           lowest cost that would be  incurred by the  Executive
                           in obtaining  such benefit  himself on an  individual
                           basis,  and (z) payment of such amounts shall be made
                           quarterly in advance; and

               (B) Base Salary,  at the annualized rate in effect on the date of
          the  Company's  notice,  through  the end of the  Restriction  Period,
          payable in accordance with the Company's standard payroll practices.

          ] or

         8. REMEDIES

         In addition to whatever  other rights and remedies the Company may have
at equity or in law, if the Executive  breaches any of the provisions contain in
Sections  6 or 7 above,  the  Company  (a) shall  have the right to  immediately
terminate all payments and benefits due under this  Agreement and (b) shall have
the right to seek  injunctive  relief.  The Executive  acknowledges  that such a
breach would cause  irreparable  injury and that money damages would not provide
an adequate remedy for the Company.

         9. RESOLUTION OF DISPUTES

         Any disputes  arising under or in connection  with this Agreement shall
be resolved by binding arbitration,  to be held in Washington,  DC in accordance
with the rules and procedures of the American  Arbitration  Association,  except
that disputes  arising under or in connection  with Sections 6 and 7 above shall
be submitted to a court of  appropriate  jurisdiction.  Judgment  upon the award
rendered by the  arbitrators)  may be entered in any court  having  jurisdiction
thereof.  Each  party  shall  bear his or its own  costs of the  arbitration  or
litigation,   including,  without  limitation,   attorneys'  fees.  Pending  the
resolution of any  arbitration or court  proceeding,  the Company shall continue
payment of all amounts and benefits due the Executive under this Agreement.

         10. INDEMNIFICATION

         (a) The Company  agrees that if the  Executive  is made a party,  or is
threatened to be made a party, to any action, suit or proceeding, whether civil,
criminal,  administrative  or investigative (a  "PROCEEDING"),  by reason of the
fact that he is or was a  director,  officer or  employee  of the Company or any
subsidiary or is or was serving at the request of the Company or any  subsidiary
as a  director,  officer,  member,  employee  or agent of  another  corporation,

                                      -12-
<PAGE>


partnership,  joint venture,  trust or other enterprise,  including service with
respect to employee  benefit plans,  whether or not the basis of such Proceeding
is the  Executive's  alleged  action in an official  capacity while serving as a
director, officer, member, employee or agent, the Executive shall be indemnified
and held  harmless by the Company to the fullest  extent  legally  permitted  or
authorized  by  the  Company's   certificate  of   incorporation  or  bylaws  or
resolutions  of  the  Company's  certificate  of  incorporation  or by  laws  or
resolutions of the Company's  Board of Directors or, if greater,  by the laws of
the State of Delaware, against all cost, expense, liability and loss (including,
without  limitation,  attorney's fees,  judgments,  fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement)  reasonably  incurred or
suffered by the  Executive in  connection  therewith,  and such  indemnification
shall  continue  as to the  Executive  even if he has  ceased to be a  director,
member,  officer,  employee  or agent of the  Company or other  entity and shall
inure to the benefit of the Executive's heirs, executors and administrators. The
Company  shall  advance  to the  Executive  all  reasonable  costs and  expenses
incurred by him in connection with a Proceeding  within 20 days after receipt by
the Company of a written request for such advance. Such request shall include an
undertaking  by the  Executive  to repay the amount of such  advance if it shall
ultimately be determined that he is not entitled to be indemnified  against such
costs and expenses.

         (b)  Neither  the  failure  of the  Company  (including  its  board  of
directors,   independent   legal  counsel  or   stockholders)  to  have  made  a
determination prior to the commencement of any proceeding  concerning payment of
amounts claimed by the Executive under Section 10(a) above that  indemnification
of the  Executive  is  proper  because  he has met the  applicable  standard  of
conduct,  nor a determination by the Company  (including its board of directors,
independent  legal counsel or stockholders)  that the Executive has not met such
applicable  standard of conduct,  shall create a presumption  that the Executive
has not met the applicable standard of conduct.

         (c) The  Company  agrees to  continue  and  maintain  a  directors  and
officers'  liability  insurance  policy covering the Executive to the extent the
Company provides such coverage for its other executive officers.

         11. EFFECT OF AGREEMENT ON OTHER BENEFITS

         Except as  specifically  provided in this  Agreement,  the existence of
this Agreement  shall not be  interpreted to preclude,  prohibit or restrict the
Executive's  participation  in any  other  employee  benefit  or other  plans or
programs in which he currently participates.

         12. ASSIGNABILITY; BINDING NATURE

         This  Agreement  shall be binding  upon and inure to the benefit of the
Parties and their  respective  successors,  heirs (in the case of the Executive)
and  permitted  assigns.  No rights or  obligations  of the  Company  under this
Agreement may be assigned or  transferred by the Company except that such rights
or obligations  may be assigned or  transferred  in connection  with the sale or
transfer of all or substantially all of the assets of the Company, provided that
the assignee or transferee is the successor to all or  substantially  all of the
assets of the Company and such assignee or transferee  assumes the  liabilities,
obligations and duties of the Company,  as contained in this  Agreement,  either
contractually  or as a matter of law. The Company  further  agrees that,  in the

                                      -13-
<PAGE>


event of a sale or transfer of assets as described in the preceding sentence, it
shall take  whatever  action it legally  can in order to cause such  assignee or
transferee to expressly  assume the  liabilities,  obligations and duties of the
Company  hereunder.  No  fights  or  obligations  of the  Executive  under  this
Agreement may be assigned or transferred by the Executive  other than his rights
to compensation and benefits, which may be transferred only by will or operation
of law, except as provided in Section 18 below.

         13. WARRANTY OF EXECUTIVE

         As an  inducement  to the  Company  to enter into this  Agreement,  the
Executive  represents and warrants that he is not a party to any other agreement
or  obligation  for personal  services,  and that there exists no  impediment or
restraint,  contractual  or otherwise,  on his power,  right or ability to enter
into this Agreement and to perform his duties and obligations hereunder.

         14. COMPANY REPRESENTATIONS

         The Company  represents to the Executive  that this  Agreement has been
duly authorized, executed and delivered by the Company and is a legal, valid and
binding  obligation  of  the  Company  and  that  the  execution,  delivery  and
performance  of this  Agreement by the Company will not breach or be in conflict
with any agreements to which the Company is a party or by which it is bound.

         15. ENTIRE AGREEMENT

         This Agreement contains the entire  understanding and agreement between
the  parties  concerning  the subject  matter  hereof and  supersedes  all prior
agreements, understandings,  discussions, negotiations and undertakings, whether
written or oral, between the parties with respect thereto.

         16. AMENDMENTS; WAIVERS

         No provision in this  Agreement may be amended unless such amendment is
agreed to in writing and signed by the Executive  and an  authorized  officer of
the  Company.  No waiver by either Party of any breach by the other Party of any
condition or provision contained in this Agreement to be performed by such other
Party shall be deemed a waiver of a similar or dissimilar condition or provision
at the same or any prior or subsequent  time.  Any waiver must be in writing and
signed by the Executive or an authorized officer of the Company, as the case may
be. No failure to exercise and no delay in exercising any right, remedy or power
hereunder  shall  preclude  any other or further  exercise  of any other  right,
remedy or power provided herein or by law or in equity.

                                      -14-
<PAGE>


17.      SEVERABILITY OF PROVISIONS

         In the event that any provision or any portion  thereof  should ever be
adjudicated  by a court of  competent  jurisdiction  to exceed the time or other
limitations  permitted by  applicable  law, as  determined by such court in such
action,  then such  provisions  shall be deemed  reformed to the maximum time or
other limitations  permitted by applicable law, the parties hereby acknowledging
their desire that in such event such action be taken.  In addition to the above,
the  provisions  of  this  Agreement  are  severable,   and  the  invalidity  or
unenforceability  of any provision or  provisions of this  Agreement or portions
thereof shall not affect the validity or  enforceability of any other provision,
or portion of this Agreement,  which shall remain in full force and effect as if
executed  with  the  unenforceable  or  invalid  provision  or  portion  thereof
eliminated.  Notwithstanding  the foregoing,  the parties  hereto  affirmatively
represent,  acknowledge and agree that it is their intention that this Agreement
and each of its  provisions are  enforceable in accordance  with their terms and
expressly  agree  not to  challenge  the  validity  or  enforceability  of  this
Agreement  or any of its  provisions,  or  portions or aspects  thereof,  in the
future.  The parties  hereto are  expressly  relying  upon this  representation,
acknowledgment and agreement in determining to enter into this Agreement.

         18. BENEFICIARIES/REFERENCES

         The  Executive  shall be entitled,  to the extent  permitted  under any
applicable law, to select and change a beneficiary or  beneficiaries  to receive
any compensation or benefit payable hereunder following the Executive's death by
giving the Company written notice thereof. In the event of the Executive's death
or a judicial determination of his incompetence,  reference in this Agreement to
the Executive shall be deemed,  where appropriate,  to refer to his beneficiary,
estate or other legal representative.

         19. GOVERNING LAW

         This  Agreement  shall be governed by and construed and  interpreted in
accordance with the laws of the  Commonwealth of Virginia  without  reference to
principles of conflict of laws.  The parties hereby  irrevocably  consent to the
service of any and all  process in any action or  proceeding  arising  out of or
relating  to this  Agreement  by the  mailing  of copies of such  process to the
parties at the address specified in Section 20 hereof.

         20. NOTICES

         All  notices,  requests,  demands  and other  communications  which are
required or may be given under this  Agreement  shall be in writing and shall be
deemed to have been duly given  when  received  if  personally  delivered;  when
transmitted  if  transmitted  by telecopy,  electronic  or digital  transmission
method upon receipt of telephonic or electronic  confirmation;  the day after it
is sent,  if sent for next day  delivery to a domestic  address by a  recognized
overnight delivery service (e.g., Federal Express); and upon receipt, if sent by
certified or registered  mail,  return  receipt  requested.  In each case notice
shall  be sent to the  Company  c/o the  Board  of  Directors  at the  Company's
principal  executive  offices and to the  Executive at his last known  permanent
address,  or to such other place as either  party may  designate as to itself or
himself by written notice to the other.

         21. HEADINGS

         The  headings  of the  sections  contained  in this  Agreement  are for
convenience  only and shall not be deemed to control  or affect  the  meaning or
construction of any provision of this Agreement.

                                      -15-
<PAGE>

         22. COUNTERPARTS

         This Agreement may be executed in several  counterparts,  each of which
shall be deemed to be an original,  but all of which together  shall  constitute
one and the same Agreement.

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date first written above.

                                    NX NETWORKS, INC.


                                    By:______________________________________

                                    Title:___________________________________

                                    _________________________________________
                                    John DuBois