EXHIBIT 10.24



[ENTRUST TECHNOLOGIES, INC. LETTERHEAD]



February 2, 2004



F. William Conner

440 Beechwood Lane

Dallas, TX 75220



Dear Bill:



We are pleased to inform you that,
pursuant to the Entrust Technologies, Inc. Change in Control Bonus Incentive Plan (the Plan), the Committee hereby grants to you an opportunity to receive a bonus upon the occurrence of a Change in Control (the Award), in
addition to any other compensation from the Company that you are otherwise entitled to receive. The amount of bonus payable to you upon a Change in Control is dependent upon the Fair Market Value of the Common Stock on such date and is reflected in
the chart below.



This Award is subject to the applicable terms and conditions
of the Plan, which are incorporated herein by reference, and in the event of any contradiction, distinction or difference between this letter and the terms of the Plan, the terms of the Plan will control. Unless otherwise stated, all capitalized
terms used herein have the meanings set forth in the Plan.



You will be
entitled to receive a cash bonus (payable under the terms of the Plan) based on the Fair Market Value of Common Stock on the date that a Change in Control occurs (a Common Stock Price Target), as follows:



|                          |  |                  
|------------------------- |  | -----------------
|Common Stock Price Target |  | Cash Bonus Amount
|$3.20                     |  | $650,000         
|$3.50                     |  | $650,000         
|$3.75                     |  | $650,000         
|$4.00                     |  | $650,000         
|$4.25                     |  | $1,000,000       
|$4.50                     |  | $1,400,000       
|$4.75                     |  | $1,800,000       
|$5.00                     |  | $2,200,000       
|$5.25                     |  | $2,600,000       
|$5.50                     |  | $3,000,000       
|$5.75                     |  | $3,400,000       
|$6.00                     |  | $3,800,000       
|$6.25                     |  | $4,200,000       
|$6.50                     |  | $4,600,000       
|$6.75                     |  | $5,000,000       
|$7.00                     |  | $4,400,000       
|$7.25                     |  | $3,800,000       
|$7.50                     |  | $3,200,000       
|$7.75                     |  | $2,600,000       
|$8.00                     |  | $2,000,000       
|$8.25                     |  | $1,400,000       
|$8.50                     |  | $800,000         
|$8.75                     |  | $300,000         
|$9.00                     |  | $200,000         
|$9.25                     |  | $200,000         
|$9.50                     |  | $200,000         
|$9.75                     |  | $200,000         
|$10.00 and above          |  | $200,000         



If Fair Market Value of Common Stock
on the date a Change in Control occurs is between two Common Stock Price Targets, then your cash bonus will be the bonus payable at the Common Stock Price Target nearest the Fair Market Value. If the Fair Market Value of Common Stock on the date
that a Change in Control occurs is below $3.20, then you will not be eligible to receive any bonus payment under the Plan.



The construction and interpretation of any provision of this Award or the Plan shall be final and conclusive when made by the Committee.



Nothing in this letter shall confer on you the right to continue in the service of the
Company or interfere in any way with the right of the Company to terminate your service at any time.



You should sign and return a copy of this agreement to the Secretary indicating your approval of this letter. This acknowledgement must be returned within thirty (30) days, otherwise, the Award will lapse and become
null and void. Your signature will also acknowledge that you have received and reviewed the Plan, and that you agree to abide by the applicable terms of this document as provided herein.



|                    
|--------------------
|Very truly yours,   
|                    
|/s/ Terrell B. Jones
|                    
|Enclosures          



The undersigned hereby agrees to the foregoing:/s/ F. William ConnerF. William Conner



Date