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                                                                    Exhibit 10.2

                                                                  EXECUTION COPY

                              AMENDED AND RESTATED
                              SEPARATION AGREEMENT

         THIS AGREEMENT (this "Definitive Agreement"), amends and restates as of
December 1, 2000 the agreement  made and entered into as of November 10, 2000 by
and between Nx Networks, Inc., 13595 Dulles Technology Drive, Herndon,  Virginia
20171 (the  "Company"),  and Steven T. Francesco,  1270 Cobble Pond Way, Vienna,
Virginia 22182 (the "Executive").

                              W I T N E S S E T H:
                               -------------------

         WHEREAS,  Executive  has served as the Chief  Executive  Officer of the
Company and as Chairman of the Board of Directors of the Company (the "Board");

         WHEREAS,  by  mutual  agreement  between  Executive  and  the  Company,
Executive has agreed to resign as an employee and officer of the Company and any
of its affiliates effective as of October 31, 2000 (the "Effective Date"); and

         WHEREAS,  by  mutual  agreement  between  Executive  and  the  Company,
Executive has agreed to resign from the Board and as Chairman  thereof within 30
days of the Effective Date.

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  promises,
covenants and obligations  contained herein,  the Company and Executive agree as
follows:

ARTICLE I:  RESIGNATION AND CONSULTANCY

     Section  1.1.  RESIGNATION.  Executive  hereby  resigns as Chief  Executive
Officer of the Company as of the close of business on the Effective  Date.  This
resignation as Chief Executive Officer will not affect the Executive's  position
as a member of the Board of  Directors  as  provided in the  Company's  By-laws,
however,  he  will  not  have a  contractual  right  to  remain  on  the  Board.
Notwithstanding  any contrary  provision  contained in the Employment  Agreement
between the Company and  Executive  dated  March 22,  1999,  and all  subsequent
amendments thereto (the "Employment Agreement"),  such resignations shall not be
deemed to be a breach by Executive or the Company of the  Employment  Agreement,
and in  consideration  for the  payments  and  benefits  herein  described,  the
Employment Agreement, except for sections thereof that are specifically referred
to and incorporated  herein by reference,  shall terminate and cease to have any
effect as of the Effective Date  notwithstanding  any survival  clauses  therein
contained.

     Section 1.2. CONSULTING SERVICES.  Executive shall serve as a consultant to
the Company  during the period  beginning  on the  Effective  Date and ending on
October 31, 2001,  in exchange for an annual fee of $150,000.  Such fee shall be
paid in equal monthly installments commencing as of the Effective Date, with the
first  payment  made no  later  than  five  days  after  the  expiration  of the
revocation period provided under Article VII and each subsequent payment made no
later than five days after the end of the month to which it relates. The Company
shall not treat such  payments as wages  subject to  withholding,  and Executive
agrees  to be  responsible  for all  taxes due with  respect  to such  payments.

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Executive agrees to be available for  consultation  with the Board and the Chief
Executive  Officer  of the  Company as either  shall  reasonably  request.  Such
consultation  shall not exceed 60 hours in any calendar  month or seven hours in
any one day.

ARTICLE II:  SEVERANCE PAYMENTS AND BENEFITS

     Section 2.1.  SEVERANCE  PAYMENTS.  Provided that Executive has not revoked
the general release of claims  contemplated  herein, or exercised his revocation
rights under Article VII (a) Executive shall receive his base salary computed at
an annual rate of $275,000 until the Effective Date,  which amount shall be paid
in a single  lump sum not later  than 15 days  after  the  Effective  Date;  (b)
Executive shall continue to receive base salary  payments  computed at an annual
rate of  $275,000  for a period  of three  years  from the  Effective  Date (the
"Severance  Period"),  payable in accordance with the Company's standard payroll
practices,  which payments shall total $825,000; and (c) Executive shall be paid
for six weeks of earned but unused  vacation time not later than five days after
the date this  Definitive  Agreement  is  executed  (such  amounts  collectively
referred  to as the  "Severance  Payments").  Executive  acknowledges  that  the
Severance Payments shall be made in full satisfaction of any and all amounts due
to Executive from the Company as of the Effective Date.

     Section  2.2.  OPTIONS.  Provided  that  Executive  has not  exercised  his
revocation  rights under Article VII,  Executive  has the following  rights with
respect to options to acquire Company stock: (a) The Company  acknowledges  that
Executive  has  exercised  options  for,  and  currently  has the  right to own,
1,000,000  shares  of  the  Company's  common  stock  upon  the  payment  of the
applicable  withholding  taxes and will receive a  certificate  evidencing  such
ownership  upon  payment  of such  taxes.  (b)  Notwithstanding  the  terms  and
conditions  of any stock option  agreement  between the Company and Executive to
the  contrary,  on the  Effective  Date,  all  unvested  stock  options  held by
Executive  that  are  scheduled  to vest  during  the  Severance  Period,  shall
immediately  vest and shall be exercisable  for a period of four years following
the Effective Date. The Company  acknowledges that Executive will thereupon hold
vested options to purchase  2,000,000  shares of the Company's common stock. The
Company shall use its best efforts to register the underlying  shares as soon as
practicable  after  execution by both parties of this  Definitive  Agreement for
resale under the  Securities  Act of 1933. (c) Upon execution by both parties of
this Definitive Agreement,  Executive will receive 500,000 additional options to
purchase  common  stock with an  exercise  price per share  equal to $1.00.  The
underlying  shares  shall have the same  rights to  registration  as with all of
Executive's   options.  One  eighth  (62,500)  of  these  options  shall  become
exercisable  at the  beginning  of every three month  period with the first such
period  commencing on the date of execution of this  Definitive  Agreement.  All
such  options  shall be  exercisable  upon a Change of  Control  (as  defined in
Section 3(g) of the Employment  Agreement,  which Section is incorporated herein
by  reference,  with a  revision  whereby  "50%" will  replace  "75%" in Section
3(g)(ii)).  These options shall terminate five years after the date of execution
of this Definitive Agreement.

     Section  2.3.  LIMITATION  ON STOCK  SALES.  During the  Severance  Period,
Executive  shall not,  without the written  consent of the Company,  sell in any
calendar  month an  aggregate  amount of shares of the  Company's  common  stock
(whether  Executive  holds such shares as of the Effective Date or  subsequently
acquires  them by means of the  exercise  of  options)  in  excess  of 1% of the
reported  trading  volume in such  common  stock on the Nasdaq for the  previous

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calendar month. The limitations of this Section 2.3 shall terminate, however, if
the average  closing  price for such common stock exceeds $10 per share for a 10
trading day period.

     Section 2.4. COMPANY BENEFITS.  The Executive shall be entitled to continue
to  participate  in all  medical,  health and life  insurance  plans at the same
benefit level at which he was  participating  as of the Effective Date until the
earlier of:

                           (a) the end of the Severance Period; or

                           (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 (i) if the executive is precluded from
continuing  his  participation  in any  employee  benefit  plan or program  that
provides  other or additional  benefits  then due or earned in  accordance  with
applicable  plans and programs of the Company,  for that period 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 from which he is  precluded,  (ii)
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 (iii) payment of such amounts shall be made quarterly in advance.

         Section 2.5.  WITHHOLDING  OF TAXES.  The Company may withhold from any
benefits or compensation  payable under this  Definitive  Agreement all federal,
state,  city  or  other  taxes  as  may  be  required  pursuant  to  any  law or
governmental regulation or ruling.

         Section 2.6. NO OTHER PAYMENTS.  Except as specifically provided herein
or as  otherwise  may be  required  by law,  Executive  shall not be entitled to
receive any other  payments,  benefits  or  severance  amounts  from the Company
following the Effective Date,  whether  pursuant to the Employment  Agreement or
otherwise.

ARTICLE III:  CONFIDENTIAL INFORMATION

         Executive shall continue to comply with the  restrictions  set forth in
Section 5 of the Employment  Agreement,  which Section is incorporated herein by
reference.

ARTICLE IV:  NON-COMPETITION; NON-SOLICITATION; NON-DISPARAGEMENT

     Section 4.1.  ACKNOWLEDGEMENTS.  Executive acknowledges (a) that during his
service and employment with the Company,  he acquired special expertise,  unique
knowledge and talent in conducting his duties and that Executive had substantial
contacts with customers,  suppliers,  advertisers and vendors of the Company and
its  affiliates;  (b) that  Executive  was  placed  in a  position  of trust and
responsibility   and  had  access  to  a  substantial   amount  of  Confidential
Information,  as defined in the Employment Agreement; (c) that the Company could
be  harmed if such  expertise,  knowledge,  talent,  contacts,  or  Confidential
Information were used in competition with the Company;  (d) that during the time
of his employment  with the Company,  he gained valuable  information  about the
identity,  qualifications,  and  on-going  performance  of the  employees of the
company;  (e) that he is capable of obtaining  gainful  employment that does not
violate the restrictions contained in this Definitive Agreement; (f) that due to
Executive's  special experience and talent, the breach of this Article IV cannot

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be reasonably or adequately  compensated  solely by damages in an action at law;
and (g) that a material  inducement for the Company in executing this Definitive
Agreement and making the payments  hereunder is  Executive's  willingness  to be
bound by the terms of this Article IV.

     Section 4.2. NON-COMPETITION;  NON-SOLICITATION. Executive confirms that he
will comply with all the terms of Section 6 of the Employment  Agreement,  which
Section is incorporated  herein by reference,  and that the "Restricted  Period"
shall have the meaning set forth in Section 6(e)(i).

     Section 4.3. NON-DISPARAGEMENT. Executive and the Company each agree to not
disparage the other, their respective affiliates, and their respective officers,
directors,  employees,  representatives,  agents, and their respective heirs and
assigns.

     Section 4.4.  MISCELLANEOUS.  Executive acknowledges that the restrictions,
prohibitions  and other  provisions of this Article IV are reasonable,  fair and
equitable in scope,  term and duration,  are necessary to protect the legitimate
business  interests  of the  Company  and  its  affiliates  and  are a  material
inducement to the Company to enter into this  Definitive  Agreement and make the
payments  hereunder.  It is  the  intention  of  the  parties  hereto  that  the
restrictions  contained in this Article IV be  enforceable to the fullest extent
permitted by applicable law.  Therefore,  if, at any time, any provision of this
Article IV shall be determined to be invalid or unenforceable by reason of being
vague or unreasonable as to area, duration,  or scope of activity,  this Article
IV shall be considered  divisible and shall become and be immediately amended to
only such area,  duration  and scope of  activity as shall be  determined  to be
reasonable and enforceable by the court or other body having  jurisdiction  over
the matter,  or, if such court or other body does not expressly  determine  what
would be reasonable and enforceable,  by the Company. Executive agrees that this
Article IV as so  amended  shall be valid and  binding as though any  invalid or
unenforceable provision had not been included herein.

ARTICLE V:  RELEASE

     Section 5.1.  RELEASE OF KNOWN AND UNKNOWN CLAIMS BY EXECUTIVE.

                           (a)  It  is  understood  and agreed by the parties to
this  Definitive  Agreement  that, in  consideration  of the mutual promises and
covenants  contained in this Definitive  Agreement,  and after consultation with
counsel,   Executive   for   himself   and   each  of  his   respective   heirs,
representatives, agents, successors and assigns, irrevocably and unconditionally
releases and forever  discharges  the Company,  and its  respective  current and
former officers, directors,  shareholders,  employees,  representatives,  heirs,
attorneys and agents, as well as its respective predecessors,  parent companies,
subsidiaries, affiliates divisions, successors and assigns, and their respective
current   and   former    officers,    directors,    shareholders,    employees,
representatives,  attorneys  and  agents,  from any and all  causes  of  action,
claims, actions, rights, judgments,  obligations,  damages, demands, accountings
or liabilities of whatever kind or character,  which  Executive may have against
them,  or any of  them,  by  reason  of or  arising  out  of,  touching  upon or
concerning  Executive's  employment  with the Company and the  separation of his
employment,   or  any  and  all  other  matters  of  whatever  kind,  nature  or
description,  whether  known or unknown,  suspected  or  unsuspected.  Executive
acknowledges  that this  release  of claims  specifically  includes,  but is not
limited  to, any and all claims for  fraud;  breach of  contract;  breach of the
implied  covenant  of  good  faith  and  fair  dealing;  inducement  of  breach;

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interference  with  contractual  rights;   wrongful  or  unlawful  discharge  or
demotion;  violation  of public  policy;  invasion  of privacy;  intentional  or
negligent   infliction   of  emotional   distress;   intentional   or  negligent
misrepresentation;  conspiracy;  failure to pay wages,  benefits,  vacation pay,
severance pay,  attorneys' fees, or other compensation of any sort;  defamation;
unlawful  effort to  prevent  employment;  discrimination  on the basis of race,
color, sex, national origin,  ancestry,  religion,  age,  disability,  handicap,
medical  condition  or marital  status,  whether  such claim would arise  under,
without  limitation,  the laws of a state;  Title VII of the Civil Rights Act of
1964 (Title VII, as amended), 42 U.S.C. ss.2000, ET SEQ.; the Age Discrimination
in Employment Act ("ADEA"), 29 U.S.C. ss.621, ET SEQ.; the Older Workers Benefit
Protection Act ("OWBPA"), 29 U.S.C.  ss.626(f);  the Consolidated Omnibus Budget
Reconciliation  Act of 1985  ("COBRA");  the  Americans  with  Disabilities  Act
("ADA");  the  Occupational  Safety and Health Act  ("OSHA") or any other health
and/or safety laws,  statutes or  regulations;  the Employee  Retirement  Income
Security  Act of 1974  ("ERISA");  or the  Internal  Revenue  Code of  1986,  as
amended.

                           (b)  Notwithstanding  the  provisions of this Section
5.1,  nothing in this Definitive  Agreement shall be construed to constitute any
release or waiver by  Executive  of his  rights or claims  against  the  Company
arising out of or referred to in this  Definitive  Agreement or the  enforcement
hereof or which arise after the date of this Definitive Agreement.  In addition,
as of the Effective  Date, the Executive shall release the Company of all of its
obligations under the Employment Agreement.

                           (c)  Executive represents  and  warrants  that he has
not  assigned  or  subrogated  any of his  rights,  claims and causes of action,
including any claims referenced in this Definitive Agreement,  or authorized any
other  person or entity to assert  such  claim or claims on his  behalf,  and he
agrees to indemnify and hold harmless the Company against any assignment of said
rights, claims and/or causes of action.

     Section  5.2.  RELEASE OF CLAIMS BY THE COMPANY.  Subject to Executive  not
exercising  his  revocation   rights  under  Article  VII,  the  Company  hereby
irrevocably  and  unconditionally   releases,   waives  and  fully  and  forever
discharges  Executive,  from  and  against  any  and  all  claims,  liabilities,
obligations,  covenants,  rights,  demands and damages of any nature  whatsoever
which are known or  unknown  to the  Company  as of the date of this  Definitive
Agreement,  arising from, by reason of or in any way related to any transaction,
event or circumstance  which occurred or existed prior to and including the date
of this Definitive Agreement.  Notwithstanding the provisions of this paragraph,
nothing in this  Definitive  Agreement  shall be  construed  to  constitute  any
release  or waiver by the  Company  of its  rights or claims  against  Executive
arising out of or referred to in this  Definitive  Agreement or the  enforcement
hereof or which arise after the date of this Definitive Agreement.  In addition,
as of  Effective  Date,  the  Company  shall  release  Executive  of  all of his
obligations under the Employment Agreement.

ARTICLE VI:  MISCELLANEOUS

     Section 6.1. REMEDY. If Executive  engages in or performs,  either directly
or  indirectly,  any  of the  acts  described  in  Articles  III  or IV of  this
Definitive Agreement or, in any other way, violates either of such Articles,  it
is agreed that the Company shall have the right to seek and shall be entitled to
full injunctive relief, to be issued by any competent court of equity, enjoining
and restraining  Executive and each and every other person, firm,  organization,
association,  or corporation  concerned  therein,  from the  continuance of such

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violative  acts. The foregoing  remedies shall not be deemed to limit or prevent
the exercise by the Company of any or all further  rights and remedies which may
be available to the Company hereunder or at law or in equity.

     Section 6.2. NOTICES.  For purposes of this Definitive  Agreement,  notices
and all other  communications  provided for herein shall be in writing and shall
be deemed to have been duly given when personally  delivered,  sent by facsimile
or when mailed by United States  registered or certified  mail,  return  receipt
requested, postage prepaid, addressed to such address as provided herein or sent
to such other address or facsimile number as each party may furnish to the other
in writing from time to time in accordance with this Section 6.2.

     Section 6.3.  APPLICABLE  LAW.  This  Definitive  Agreement is entered into
under,  and shall be governed for all purposes by, the laws of the  Commonwealth
of Virginia without giving effect to any choice of law principles.

     Section  6.4. NO WAIVER.  No failure by either  party hereto at any time to
give notice of any breach by the other party of, or to require  compliance with,
any condition or provision of this  Definitive  Agreement  shall (i) be deemed a
waiver of similar or  dissimilar  provisions or conditions at the same or at any
prior or subsequent time or (ii) preclude  insistence upon strict  compliance in
the future.

     Section 6.5. SEVERABILITY.  If a court of competent jurisdiction determines
that any  provision of this  Definitive  Agreement is invalid or  unenforceable,
then the invalidity or  unenforceability  of that provision shall not affect the
validity or enforceability of any other provision of this Definitive  Agreement,
and all other  provisions shall remain in full force and effect and such invalid
or  unenforceable  provision shall be reformulated by such court to preserve the
intent of the parties hereto.

     Section 6.6.  COUNTERPARTS.  This Definitive Agreement  may  be executed in
one or more counterparts,  each of which shall be deemed to be an original,  but
all of which together will constitute one and the same Agreement.

     Section  6.7.  HEADINGS.  The  paragraph  headings  have been  inserted for
purposes of convenience and shall not be used for interpretive purposes.

     Section 6.8.  GENDER AND PLURALS.  Wherever  the  context so requires,  the
masculine  gender  includes  the  feminine or neuter,  and the  singular  number
includes the plural and conversely.

     Section  6.9.  AFFILIATE.  As  used in this  Definitive  Agreement,  unless
otherwise indicated,  "affiliate" shall mean any person or entity which directly
or indirectly through any one or more intermediaries owns or controls,  is owned
or  controlled  by, or is under common  ownership or control with the Company or
Executive.

     Section 6.10.  ASSIGNMENT  AND  DELEGATION.  This  Definitive  Agreement is
binding on Executive and the Company and their successors and assigns; PROVIDED,
HOWEVER,  that the rights and  obligations of the Company under this  Definitive
Agreement may be assigned or delegated to a successor entity by the Company.  No
rights or  obligations  of Executive  hereunder  may be assigned or delegated by
Executive to any other  person or entity,  except by will or the laws of descent

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and  distribution.  In the  event  of  Executive's  death  prior to  receipt  by
Executive of all amounts payable by the Company hereunder, such amounts shall be
payable to Executive's designated beneficiaries on the same schedule as provided
for in this Definitive Agreement.

     Section 6.11. ENTIRE AGREEMENT.  Except as otherwise  specifically provided
herein,  this  Definitive  Agreement  constitutes  the entire  agreement  of the
parties with regard to the subject  matter  hereof,  contains all the covenants,
promises,  representations,  warranties and agreements  between the parties with
respect to  Executive's  resignation  from the Company and  supersedes all prior
employment or severance  agreements  between Executive and the Company or any of
its  predecessors or affiliates,  including,  but not limited to, the Employment
Agreement. Executive acknowledges and agrees that the consideration provided for
herein is adequate  consideration  for  Executive  waiving his rights  under the
Employment  Agreement.  Except as otherwise provided herein,  each party to this
Definitive Agreement acknowledges that no representation, inducement, promise or
agreement,  oral or written,  has been made by either party, or by anyone acting
on behalf of either party,  which is not embodied herein, and that no agreement,
statement, or promise relating to Executive's resignation from the Company, that
is not contained in this Definitive  Agreement,  shall be valid or binding.  Any
modification  of this  Definitive  Agreement  will be effective only if it is in
writing and signed by the party to be charged.

     Section  6.12.  ARBITRATION.  Except as  otherwise  necessary to secure the
remedy  specified  in Section  6.1 of this  Definitive  Agreement,  any  dispute
arising  between the Company and Executive  with respect to the  performance  or
interpretation  of this Definitive  Agreement or its associated Term Sheet shall
be submitted to arbitration,  before one arbitrator, in Fairfax County, Virginia
for  resolution  in  accordance  with the  commercial  arbitration  rules of the
American Arbitration  Association,  modified to provide that the decision by the
arbitrator  shall be final and binding on the  parties,  shall be  furnished  in
writing,   separately  and  specifically   stating  the  findings  of  fact  and
conclusions of law on which the decision is based,  and shall be rendered within
90 days following  impanelment of the arbitrator.  The cost of arbitration shall
initially be borne by the party requesting arbitration.  Following a decision by
the arbitrator,  the costs of arbitration  shall be divided and legal fees shall
be awarded as directed by the arbitrator.

     Section  6.13.  LEGAL FEES.  The Company shall pay  Executive's  reasonable
legal  fees  and  expenses  up  to  $15,000  incurred  in  connection  with  the
preparation and execution of this  Definitive  Agreement and its associated Term
Sheet.  Such fees and expenses shall be paid in full within 10 days of the later
of (a) execution of this Definitive  Agreement or (b) Executive's  submission to
the Company of a bill from Executive's law firm.

     Section  6.14.  INDEMNIFICATION.  Notwithstanding  Section 5.1, the Company
shall indemnify Executive consistent with Section 9 of the Employment Agreement,
which  Section is  incorporated  herein by  reference.  Executive  shall also be
indemnified  as a  consultant  to the same extent as set forth for an officer or
employee in such Section 9. In addition,  the Executive will continue to benefit
from the terms of the  Company's  directors  and  officers  liability  insurance
policies to the same extent as other directors.

     Section 6.15. PRESS RELEASE.  Executive  acknowledges  that the Company has
given  Executive  the  opportunity  to review and comment upon the press release
announcing  Executive's  resignation.  Following the Effective  Date,  Executive

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shall make no public  statements  regarding his  resignation,  the terms of this
Definitive  Agreement or with respect to the Company  without  first  consulting
with the Company and obtaining the prior written approval of the Company.

ARTICLE VII:  EXECUTIVE ACKNOWLEDGEMENTS

         Executive acknowledges that:

                  (a) He has read and  understands  the terms of this Definitive
                  Agreement  and has  voluntarily  agreed to these terms without
                  coercion or undue  persuasion  by the Company or any  officer,
                  director or other agent thereof;

                  (b) He  has  been  encouraged  by the Company to seek, and has
                  sought and received, competent legal counsel in his review and
                  consideration of this Definitive Agreement and its terms; and

                  (c) He has been given the  opportunity  to  consider  entering
                  into this Definitive  Agreement for twenty-one days, and if he
                  should  execute  this   Definitive   Agreement  prior  to  the
                  expiration of the 21-day  consideration  period, he waives his
                  right to consider  the  Definitive  Agreement  for  twenty-one
                  days, and

                  (d) He may revoke this Definitive  Agreement within seven days
                  of the day he executes it.  Executive agrees to give notice of
                  such  revocation  by  certified  mail to the  attention of the
                  Company's  General Counsel at the address provided above. This
                  Definitive   Agreement   shall  not  be  effective  until  the
                  expiration of the 7-day revocation  period without  revocation
                  by Executive.

         IN WITNESS  WHEREOF,  the parties hereto have executed this  Definitive
Agreement as of the date first written above,  but effective as of the Effective
Date.

                                        NX NETWORKS, INC.



                                        By:_____________________________________



                                        ________________________________________
                                                  Steven T. Francesco






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