STOCK PURCHASE AGREEMENT

                  STOCK  PURCHASE  AGREEMENT  dated as of August 11, 2000 by and
between ION NETWORKS,  INC., a Delaware corporation having its principal offices
at 1551 S. Washington Avenue,  Piscataway, New Jersey 08854 (the "Company"), and
each of the parties set forth on the schedule (the  "Schedule")  attached hereto
(collectively, the "Buyers").

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

                  WHEREAS,  the Company  desires to issue and sell to the Buyers
shares of common stock,  par value $.001 per share,  of the Company (the "Common
Stock"); and

                  WHEREAS,  the Buyers  desire to  purchase  Two  Million  Eight
Hundred Fifty Seven  Thousand One Hundred and Fourty Two  (2,857,142)  shares of
Common Stock (the  "Shares") in accordance  with the allocation set forth in the
Schedule.

                  NOW  THEREFORE,  in  consideration  of the promises and mutual
covenants,  agreements,  representations  and warranties herein  contained,  the
parties hereto agree as follows:

                  1.  Sale and  Purchase  of  Shares.  Subject  to the terms and
conditions of this Agreement,  the Company hereby sells, assigns,  transfers and
delivers  to the  Buyers,  and  each of the  Buyers  hereby  purchases  from the
Company,  for  and  in  consideration  of the  Purchase  Price  (as  hereinafter
defined),  the  Shares  in  accordance  with  the  allocation  set  forth on the
Schedule.  The obligation of each Buyer is limited to the obligation to purchase
the number of shares set forth next to such Buyer's name on the Schedule.

                  2. Purchase Price and Payment.

                  2.1.  Subject to the terms and  conditions of this  Agreement,
the  purchase  price  to be  paid  by the  Buyers  to  the  Company  for  and in
consideration  of the sale to the  Buyers of the  Shares  is an amount  equal to
$5,000,000 (the "Purchase Price").

                  2.2.  The  Purchase  Price  shall be paid by the Buyers to the
Company at the Closing (as hereinafter  defined) by wire transfer of immediately
available funds to an account designated by the Company to the Buyers.

                  3. Closing.

                  3.1.  The sale and  purchase of the Shares shall take place at
the offices of the Company within five (5) business days from the date hereof or
on such  other  date or at such  other  location  as the  parties  hereto  shall
mutually  agree upon  (hereinafter  referred to as the "Closing" or the "Closing
Date").

                  3.2. At the Closing, the Company shall:
<PAGE>

                           (a) sell, transfer,  assign and deliver to the Buyers
the Shares;

                           (b) deliver to each of Zesiger  Capital Group LLC (as
representative  of each of the Buyers for whom it holds power of attorney),  Mr.
David  Greenhouse  (as  representative  of each of the Special  Situation  Funds
listed  in  the  Schedule)   (together  with  Zesiger  Capital  Group  LLC,  the
"Representatives"),  and 21st  Century  Digital  Industries  Fund,  L.P.  ("21st
Century") (i) copies of the certificate of  incorporation,  as amended,  and the
by-laws of the Company,  each as certified by a duly  authorized  officer of the
Company,  (ii)  resolutions  or minutes of the board of directors of the Company
authorizing  this  Agreement  and  the  transactions   contemplated  hereby,  as
certified by a duly  authorized  officer of the Company,  (iii) a certificate of
good  standing  of the  Company  from the  Secretary  of  State of the  State of
Delaware  bearing a recent date thereof and (iv)  certificates  representing the
Shares in the respective  names of the Buyers (or their  respective  nominees as
indicated on the Schedule) and (v) a  certificate  of the Company  executed by a
duly authorized officer of the Company, dated as of the Closing Date, certifying
that the  representations and warranties made by the Company in Section 6 hereof
are true and  correct  as of the  Closing  Date,  and (vi) an  opinion of Parker
Chapin LLP, counsel to the Company,  addressed to the Buyers with respect to the
valid  existence  and  good  standing  of the  Company,  the due  authorization,
execution  and  delivery  of this  Agreement  and the  issuance  and sale of the
Shares,  and that the Shares,  upon  issuance  and sale to the Buyers,  are duly
authorized, validly issued, fully paid and nonassessable.

                  4. Registration of Shares.

                  4.1.  The  Company  shall use its best  efforts  to (i) file a
registration statement (the "Registration Statement"), within sixty (60) days of
the Closing Date, on Form S-3 or other applicable  form,  registering for resale
the Shares and (ii) cause the  Registration  Statement to be declared  effective
under the Securities  Act of 1933, as amended (the "Act") as soon  thereafter as
reasonably  practicable.  The Company  promptly  shall provide  Buyers with such
copies of the final Prospectus contained in the Registration  Statement after it
becomes  effective as they shall reasonably  request.  In addition,  the Company
shall (a) use its best efforts to keep the Registration  Statement effective for
a period ending on the earlier of (x) two (2) years from its  effective  date or
(y) when all such Shares can be sold without  limitation or delay under Rule 144
and (b)  file all  reports  and  forms  required  to be  filed  by it under  the
Securities  Exchange Act of 1934,  as amended  ("Reports")  on a timely basis so
long as Buyers own any Shares and shall  provide  the  Representatives  and 21st
Century copies thereof when filed.

                  4.2.   Notwithstanding   anything   contained  herein  to  the
contrary,  the  Company  shall  be  entitled  to  postpone  the  filing  of  the
Registration  Statement  otherwise  required to be  prepared  and filed by it in
accordance with Section 4.1 or, in the event the Registration Statement has been
declared effective,  without suspending such effectiveness,  instruct the Buyers
promptly  in  writing  (or  any  subsequent  holders  thereof)  not to  sell  or
distribute  any Shares (a  "Delay")  as long as the  reason  for  non-disclosure
continues,  if the Company  would be  required  to disclose in

<PAGE>

the  Registration  Statement  the  existence of any fact  relating to a material
business situation, transaction or negotiation, or would be required to disclose
information  that the Company has not otherwise made public,  in each case, that
the Company reasonably determines is in the best interests of the Company not to
disclose at such time,  and unless and until the holders  furnish to the Company
in writing  information that may be required to prepare the disclosure  required
by Items 507 and 508 of Regulation S-B  promulgated  under the Act, with respect
to such Buyer's  Shares  being sold under the  Registration  Statement  provided
that,  with  respect to Delays  because of  information  related to the  Company
(rather than  disclosure  required to be provided by the  holders),  the Company
shall  only be  entitled  to a maximum  of three (3)  Delays,  each Delay not to
exceed a period of thirty  (30) days;  and further  provided,  that no period of
Delay shall commence within 60 days of a previous Delay.

                  4.3. Each of the Buyers shall (i)  reasonably  cooperate  with
the Company in connection with the  preparation  and filing of the  Registration
Statement  and  execute and deliver any  agreements  or  instruments  reasonably
requested by the Company or its counsel in  connection  therewith  and (ii) upon
discovery  that,  or upon the  happening of any event as a result of which,  the
Registration  Statement (or any prospectus included therein), as then in effect,
includes an untrue  statement of a material  fact or omits to state any material
fact required to be stated therein or necessary to make the  statements  therein
not misleading, in the light of the circumstances under which they were made (as
determined  by the  Company or its  counsel in its sole  discretion),  forthwith
discontinue its disposition of Shares  pursuant to the  Registration  Statement,
until such time as the Buyers (or any holders) have received a  supplemented  or
amended prospectus from the Company relating thereto.  The Company agrees to use
its best  efforts to prepare any  necessary  amendments  or  supplements  to the
Registration  Statement as soon as reasonably practicable after the same becomes
necessary and to provide to the Representatives and/or Buyers quantities of such
amendments or supplements reasonably sufficient for the distribution thereof.

                  4.4. The Company shall indemnify and hold harmless each of the
Buyers, the Representatives and their respective officers, directors, employees,
members, agents, affiliates and control persons (each of the foregoing, a "Buyer
Indemnitee")  who is or may be a party or is or may be  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil, criminal, administrative or investigative by reason of or arising
from  any  actual  or  alleged  misrepresentation  or  misstatement  of facts or
omission to represent or state any fact or omission to state a fact necessary to
make the facts stated under the circumstances not materially misleading,  in the
Registration  Statement  or  any  amendment  or  supplement  thereto  or to  the
prospectus incorporated therein from and against any claim, losses, liabilities,
costs and expenses (including attorney's fees, judgments, fines and amounts paid
in  settlement)  ("Loss")  actually  and  reasonably  incurred by any such Buyer
Indemnitee  in  connection  with such claim,  action,  suit or proceeding or the
defense  thereof,  except  to the  extent  such Loss is the  direct  result of a
misstatement  or  omission  for which  such  Buyer  Indemnitee  is liable to the
Company  under  Section  5.10;  provided,   however,  that  the  indemnification
contained in this Section 4.4 with respect to any preliminary  prospectus  shall
not inure to the  benefit  of any Buyer  Indemnitee


                                      -3-
<PAGE>

on  account of any such Loss  arising  from the sale of the Shares by such Buyer
Indemnitee to any person if a copy of the definitive  prospectus  shall not have
been  delivered or sent to such person  within the time  required by the Act and
the regulations thereunder,  and an untrue statement or alleged untrue statement
or omission or alleged omission of a material fact contained in such preliminary
prospectus was corrected in the definitive prospectus.

                  5.  Representations  and Warranties of the Buyers. Each of the
Buyers represents,  warrants and covenants to the Company as to himself, herself
or itself, as follows:

                  5.1. The decision to purchase the Shares and the execution and
delivery of this Agreement by each of the Buyers,  the performance by the Buyers
of their respective  obligations hereunder and the consummation by the Buyers of
the  transactions  contemplated  hereby have been duly  authorized  and no other
proceedings  on the part of the Buyers are  necessary.  The person(s)  executing
this  Agreement on behalf of the Buyers have all right,  power and  authority to
execute and deliver this  Agreement on behalf of the Buyers.  This Agreement has
been  duly  executed  and  delivered  by  the  Buyers  and,   assuming  the  due
authorization, execution and delivery hereof by the Company, will constitute the
legal, valid and binding obligations of each of the Buyers,  enforceable against
each of the  Buyers  in  accordance  with its  terms,  except as the same may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other  similar  laws  affecting  the  rights  of  creditors  generally  and  the
availability of equitable remedies.

                  5.2.  The  execution  and delivery of this  Agreement  and the
agreements and documents  contemplated hereby by the Buyers and the consummation
of the transactions  contemplated hereby do not and will not (a) with or without
the giving of notice or the  passage of time or both,  violate,  conflict  with,
result in the breach or termination of, constitute a default under, or result in
the right to  accelerate  or loss of rights  under or the  creation of any lien,
encumbrance or charge upon any assets or property of any of the Buyers, pursuant
to the terms or provisions of any contract,  agreement,  commitment,  indenture,
mortgage,  deed of trust,  pledge,  security  agreement,  note, lease,  license,
covenant,  understanding  or other  instrument or obligation to which any of the
Buyers is a party or by which any of the  Buyers'  properties  or assets  may be
bound or  affected,  or (b) violate  any order,  writ,  injunction,  judgment or
decree of any court, administrative agency or governmental body binding upon any
of the Buyers.

                  5.3.  Each of the  Buyers  is  aware  of what  constitutes  an
Accredited Investor as that term is defined under Regulation D promulgated under
the Act (an  "Accredited  Investor"),  and under the laws, if any, of each state
governing  the  Buyers,  and each of the Buyers is an  Accredited  Investor  for
purposes  of  Regulation  D and the laws,  if any,  of the state  governing  the
Buyers. Each of the Buyers is able to bear the economic risks of this investment
and, consequently,  without limiting the generality of the foregoing, is able to
hold the Shares for an indefinite  period of time and has a sufficient net worth
to sustain a loss of its entire investment in the Company in the event such loss
should occur.

                                      -4-
<PAGE>

                  5.4.   Each  of  the   Buyers   acknowledges   that  it  is  a
sophisticated  investor,  has such  knowledge  and  experience  in financial and
business matters in general and, when applicable, through its investment adviser
or the  Representatives,  has full  familiarity  with the current  business  and
future business  prospects of the Company and the financial and other affairs of
the  Company  and  acknowledges  that it has  had  access  to and  has  received
sufficient written and oral information about the Company, including any and all
such  information  requested  by the Buyers and  including  copies of all of the
publicly  available  information  prepared  by the  Company  in order to make an
informed  decision as to the acquisition of the Shares by the Buyers,  including
without  limitation,  the Annual  Report of the  Company on Form  10-KSB for the
fiscal year ended March 31, 2000. In addition,  each of the Buyers  acknowledges
that it has had access to the  officers,  directors and employees of the Company
to discuss the  business,  affairs and  prospects of the Company and has had the
opportunity to obtain  additional  information  necessary to evaluate the merits
and the risks of engaging in the  transactions  contemplated  by this Agreement.
Each of the Buyers,  either alone or, when  applicable,  through its  investment
adviser or the Representatives, has reached an independent decision with respect
to the  advisability of the sale of the Shares and, in arriving at its decision,
has considered both the value of the Shares as well as the present condition and
future prospects of the Company.

                  5.5.  Each of the Buyers is  acquiring  the Shares for its own
account for investment  and not with a view to or for resale in connection  with
any  distribution  of the Shares.  It has not offered or sold any portion of the
Shares and has no present  intention  of  dividing  the Shares with others or of
selling, distributing or otherwise disposing of any portion of the Shares either
currently or after the passage of a fixed or determinable period of time or upon
the occurrence or non-occurrence of any predetermined event or circumstance.

                  5.6.  Each of the  Buyers  understands  that  the  sale of the
Shares  has not been  registered  under the Act in  reliance  upon an  exemption
therefrom for non-public or limited  offerings.  Each of the Buyers  understands
that the Shares  must be held  indefinitely  unless  the sale or other  transfer
thereof  is  subsequently  registered  under the Act or an  exemption  from such
registration is available at that time.

                  5.7. No Buyer (i) is a "broker-dealer"  or an "affiliate" of a
broker-dealer  as such  terms  are  defined  under  the Act or (ii) is acting in
concert with any other Buyer in connection  with the  transactions  contemplated
hereby.

                  5.8. Any obligation or liability for taxes (state,  federal or
otherwise)  incurred by any of the Buyers in connection  with this  Agreement or
the transactions  contemplated hereby shall be the responsibility of and be paid
for by the Buyers.

                  5.9. Each of the Buyers  acknowledges that it has been advised
to consult with its own attorney  regarding legal matters concerning the Company
and to consult with its tax advisor  regarding the tax consequences of acquiring
the Shares.

                                      -5-
<PAGE>

                  5.10. Each of the Buyers agrees to indemnify and hold harmless
the Company and each officer, director, employee, agent or control person of the
Company,  who is or may be a party or is or may be threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative, to the extent by reason of or
arising from any misrepresentation or misstatement of material facts or omission
to  state  material  facts  necessary  to  make  the  facts  stated,  under  the
circumstances,  not materially misleading,  made or omitted by such Buyer to the
Company  in a writing  provided  to the  Company  expressly  for the  purpose of
inclusion  in the  Registration  Statement  or any  amendment  thereto,  against
losses, liabilities and expenses for which the Company, or any officer, director
or control  person of the Company has not otherwise been  reimbursed  (including
attorneys' fees,  judgments,  fines and amounts paid in settlement) actually and
reasonably  incurred by the Company or such officer,  director or control person
in connection with such action, suit or proceeding.

                  5.11. The power of attorney  executed and delivered to Zesiger
Capital Group LLC by each of the Buyers it represents, a copy of which powers of
attorney have been provided to the Company, is in full force and effect.

                  5.12.  None of the Buyers has  employed any broker or incurred
any  liability  for any  brokerage  fees in  connection  with  the  transactions
contemplated hereby.

                  5.13.  Certificates for the Shares shall contain a restrictive
legend substantially in the following form:

                  THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND
                  HAVE  BEEN  ISSUED  IN  RELIANCE  UPON AN  EXEMPTION  FROM THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER
                  SECURITIES  LAWS.  NEITHER  THIS  SECURITY NOR ANY INTEREST OR
                  PARTICIPATION   HEREIN  MAY  BE  REOFFERED,   SOLD,  ASSIGNED,
                  TRANSFERRED,  PLEDGED,  ENCUMBERED,  HYPOTHECATED OR OTHERWISE
                  DISPOSED  OF,  EXCEPT  PURSUANT TO AN  EFFECTIVE  REGISTRATION
                  STATEMENT   UNDER  THE   SECURITIES   ACT  OR  PURSUANT  TO  A
                  TRANSACTION  THAT IS EXEMPT  FROM,  OR NOT  SUBJECT  TO,  SUCH
                  REGISTRATION REQUIREMENTS.

                  6.  Representations and Warranties of the Company. The Company
represents and warrants to each of the Buyers as follows:

                                      -6-
<PAGE>

                  6.1. The Company has the authority to execute and deliver this
Agreement and perform all of its  obligations  hereunder  and to consummate  the
transactions   contemplated  hereby.  This  Agreement  and  the  agreements  and
documents  contemplated  hereby are valid and legally binding obligations of the
Company,  enforceable  against it in  accordance  with their  respective  terms,
except  as the  same  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium  or other  similar  laws  affecting  the  rights  of
creditors generally and the availability of equitable remedies

                  6.2.  The  execution  and delivery of this  Agreement  and the
agreements and documents contemplated hereby by the Company and the consummation
of the transactions  contemplated hereby do not and will not (a) with or without
the giving of notice or the  passage of time or both,  violate,  conflict  with,
result in the breach or termination of, constitute a default under, or result in
the right to  accelerate  or loss of rights  under or the  creation of any lien,
encumbrance  or charge upon any assets or property of the  Company,  pursuant to
the terms or  provisions  of any  contract,  agreement,  commitment,  indenture,
mortgage,  deed of trust,  pledge,  security  agreement,  note, lease,  license,
covenant,  understanding  or other instrument or obligation to which the Company
is a party  or by which  the  Company's  properties  or  assets  may be bound or
affected, or (b) violate any order, writ, injunction,  judgment or decree of any
court, administrative agency or governmental body binding upon the Company.

                  6.3.  The Shares,  when issued and  delivered to the Buyers in
accordance with the terms of this Agreement,  shall be duly authorized,  validly
issued, fully-paid and nonassessable.

                  6.4. The authorized  capital stock of the Company  consists of
50,000,000  shares of Common Stock and 1,000,000  shares of preferred stock, par
value $.001 per share  ("Preferred  Stock").  As of the date hereof,  15,198,416
shares  of  Common  Stock  and no shares of  Preferred  Stock  were  issued  and
outstanding.  No shares of the  Company's  capital stock will be issued from the
date hereof and until the Closing Date, except for shares issued pursuant to the
exercise  of options or  warrants  outstanding  as of the date  hereof,  and the
shares being issued pursuant to this  agreement.  The Company has not granted or
issued any rights,  options or warrants to acquire,  or  securities  convertible
into or exchangeable  for any Common Stock or other capital stock of the Company
or rights or  agreements  with  respect to any  thereof  (all of the  foregoing,
collectively,  the  "Rights"),  except for those Rights  disclosed in the annual
report on Form 10-KSB/A filed by the Company for the fiscal year ended March 31,
2000,  and except for certain  preemptive  rights  granted to certain  investors
pursuant to that certain Stock Purchase  Agreement,  dated May 10, 1993, between
the Company and the investors identified therein.

                  6.5. The Company has timely filed all Reports  within the last
two (2)  years,  and to the  Company's  knowledge,  all  such  Reports  (i) were
prepared  substantially in accordance with the Act and the rules and regulations
thereunder  and (ii) did not,  at the time they were  filed,  contain any untrue
statement  of a material  fact or omit to state a material  fact  required to be

                                      -7-
<PAGE>

stated  therein or necessary  in order to make the  statements  therein,  in the
light of the circumstances under which they were made, not misleading.

                  6.6. Each of the Company's  audited  financial  statements for
the last two (2) fiscal years  (including  any notes  thereto) and all unaudited
financial  statements  delivered  to  the  Buyers  or the  Representatives  were
prepared in accordance with generally accepted accounting  principles applied on
a consistent  basis  throughout  such periods and fairly  present the  financial
position of the Company on the dates and for the periods referred to therein.

                  6.7.  The Company  presently  intends to utilize the  proceeds
from the sale of the Shares contemplated by this Agreement for general corporate
and working capital purposes.

                  6.8.  No sales of  Common  Stock  or other  securities  by the
Company within the last six (6) months would require  integration  under the Act
and Regulation D promulgated thereunder or would materially adversely affect the
sale of the Shares or the timely  effectiveness  of the  Registration  Statement
referred in Section 4.1.

                  7.  Survival of  Representations,  Warranties,  Covenants  and
Agreements.   The   parties   covenant   and   agree   that   their   respective
representations,   warranties,   covenants  and  agreements  contained  in  this
Agreement shall survive the execution and delivery of this Agreement.

                  8.  Notices.  All notices 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 if delivered in person or sent by  registered  or
certified mail,  return receipt  requested,  postage  prepaid,  or delivered via
facsimile to the parties hereto at the following addresses:

             If to the Company: Ion Networks, Inc.
                                1551 S. Washington Avenue
                                Piscataway, New Jersey 08854
                                Attention: Mr. Stephen B. Gray
                                Facsimile No.: (732) 529-0115

             If to the Buyers:  c/o Zesiger Capital Group LLC
                                320 Park Avenue
                                New York, New York 10022
                                Attention: Mr. Albert Zesiger
                                Facsimile No.: (212) 508-6399

                                c/o Special Situations Private Equity Fund, L.P.
                                153 East 53rd Street, 55th Floor
                                New York, New York 10022
                                Attention: Mr. David Greenhouse

                                      -8-
<PAGE>

                                Facsimile No .: (212) 207-6515

                                c/o 21st Century Digital Industries Fund, L.P.
                                960 Pines Lake Drive West
                                Wayne, New Jersey 07470
                                Attention: Mr. Richard Stewart
                                Facsimile No.: (973) 839-2185

or to such other  address as any party hereto shall have  specified by notice in
writing to the other party hereto. All such notices and communications  shall be
deemed  to have  been  received  on the date of  delivery  thereof  or the fifth
business day after the mailing thereof.

                  9. Expenses. Each of the parties hereto shall pay the fees and
expenses of its counsel,  accountants  and other experts and all other  expenses
incurred by such party incident to the negotiation, preparation and execution of
this Agreement.

                  10. Miscellaneous.

                  10.1. Partial  Invalidity.  If it is found in a final judgment
of a court of competent  jurisdiction (not subject to a further appeal) that any
term or  provision  of this  Agreement  is  invalid  or  unenforceable,  (a) the
remaining  terms and provisions of this Agreement  shall be unimpaired and shall
remain in full force and effect and (b) the invalid or  unenforceable  provision
or term of this Agreement shall be enforced to the greatest extent enforceable.

                  10.2.  Counterparts.  This Agreement may be executed in one or
more counterparts,  each of which shall be deemed to be an original,  but all of
which together shall constitute one and the same instrument.  This Agreement may
be executed via facsimile.

                  10.3.  Successors and Assigns.  The benefits of this Agreement
shall inure to the parties hereto,  their respective  successors and assigns and
to the indemnified  parties hereunder and their successors and  representatives,
and the  obligations  and  liabilities  assumed in this Agreement by the parties
hereto shall be binding upon their respective successors and assigns.

                  10.4.  Governing Law. This  Agreement and the legal  relations
between the parties  hereto shall be governed by, and  construed and enforced in
accordance  with,  the laws of the State of New York  without  giving  effect to
principles of conflicts or choice of law thereof.

                  10.5. Headings. Headings of the Sections in this Agreement are
for  reference  purposes  only and shall  not be deemed to have any  substantive
effect.

                  10.6.  Entire  Agreement;  Amendments.  This Agreement and any
documents contemplated hereby contain, and are intended as, a complete statement
of all the terms of the  arrangements  between the parties  with  respect to the
matters provided for, and supersede any and

                                      -9-
<PAGE>

all prior agreements,  arrangements and understandings  between the parties with
respect to the matters provided for herein.  No alteration,  waiver,  amendment,
change or supplement hereto shall be binding or effective unless the same is set
forth  in  writing,   signed  by  the  parties  hereto  or  a  duly   authorized
representative thereof.

         IN WITNESS WHEREOF,  the parties have hereunto  executed this Agreement
on the day and year first above written.

                                    ION NETWORKS, INC.



                                    By:/s/ Stephen B. Gray
                                       -----------------------
                                       Name:    Stephen B. Gray
                                       Title:   President


                                    CITY OF MILFORD  PENSION & RETIREMENT  FUND,
                                    NFIB CORPORATE  ACCOUNT,  NORWALK EMPLOYEES'
                                    PENSION  PLAN,  PUBLIC  EMPLOYEE  RETIREMENT
                                    SYSTEM OF IDAHO, CITY OF STAMFORD  FIREMEN'S
                                    PENSION FUND, THE JENIFER ALTMAN FOUNDATION,
                                    DEAN  WITTER  FOUNDATION,  ROANOKE  COLLEGE,
                                    BUTLER FAMILY LLC, DAVID ZESIGER, THE FERRIS
                                    HAMILTON FAMILY TRUST,  MARY ANN S. HAMILTON
                                    TRUST FOR  SELF,  HBL  CHARITABLE  UNITRUST,
                                    ANDREW  HEISKELL,  JEANNE L. MORENCY,  PETER
                                    LOORAM,  MARY C. ANDERSON,  MURRAY  CAPITAL,
                                    LLC,   WILLIAM  M.  AND  MIRIAM  F.   MEEHAN
                                    FOUNDATION,  INC., DOMENIC J. MIZIO,  MORGAN
                                    TRUST CO. OF THE  BAHAMAS  LTD.  AS  TRUSTEE
                                    U/A/D 11/30/93,  SUSAN URIS HALPERN, WILLIAM
                                    B. LAZAR,  WELLS FAMILY LLC,  HAROLD & GRACE
                                    WILLENS  JTWROS,  ALBERT L. ZESIGER,  BARRIE
                                    RAMSAY ZESIGER,  WOLFSON INVESTMENT PARTNERS
                                    LP


<PAGE>


                                    By: Zesiger Capital Group LLC
                                        as agent and attorney-in-fact for each
                                        of the foregoing persons.



                                    By:/s/ Albert L. Zesiger
                                       -----------------------------------------
                                       Name:    Albert L. Zesiger
                                       Title:   Principal

                                       /s/ Albert L. Zesiger
                                       -----------------------------------------
                                       Albert L. Zesiger

                                    SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.

                                    By:/s/ David Greenhouse
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    SPECIAL SITUATIONS FUND III, L.P.



                                    By:/s/ David Greenhouse
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    SPECIAL SITUATIONS CAYMAN FUND, L.P.



                                    By:/s/ David Greenhouse
                                       ----------------------------------------
                                       Name:
                                       Title:



                                      -11-
<PAGE>
                                    SPECIAL SITUATIONS TECHNOLOGY FUND, L.P.



                                    By:/s/ David Greenhouse
                                       ----------------------------------------
                                       Name:
                                       Title:


                                    21st CENTURY DIGITAL INDUSTRIES FUND, L.P.



                                    By:/s/ Richard B. Stewart, Jr.
                                       ----------------------------------------
                                       Name: Richard B. Stewart, Jr.
                                       Title:   Managing Partner


                                      -12-
<PAGE>


                                    SCHEDULE
                                    --------
<TABLE>
<CAPTION>

          PURCHASER                                                              SHARE QTY          TOTAL COST
          ---------                                                              ---------          ----------
<S>                                                <C>                             <C>                <C>
          City of Milford Pension & Retirement Fund(1)                             166,000            $290,500

          NFIB Corporate Account(1)                                                 43,000             $75,250

          Norwalk Employees' Pension Plan(1)                                       131,000            $229,250

          Public Employee Retirement System of Idaho(1)                            314,000            $549,500

          City of Stamford Firemen's Pension Fund(1)                                78,000            $136,500

          The Jenifer Altman Foundation(1)                                          43,000             $75,250

          Dean Witter Foundation(1)                                                 87,000            $152,250

          Roanoke College(1)                                                        66,000            $115,500

          Butler Family LLC(1)                                                      26,000             $45,500

          David Zesiger(1)                                                          14,000             $24,500

          The Ferris Hamilton Family Trust(1)                                       35,000             $61,250

          Mary Ann S. Hamilton Trust for Self(1)                                    43,000             $75,250

          HBL Charitable Unitrust(1)                                                17,000             $29,750

          Andrew Heiskell(1)                                                        66,000            $115,500

          Jeanne L. Morency(1)                                                      17,000             $29,750

          Peter Looram(1)                                                           17,000             $29,750

          Mary C. Anderson(1)                                                       26,000             $45,500

          Murray Capital, LLC(1)                                                    30,000             $52,500

          William M. and Miriam F. Meehan Foundation,
          Inc., (1)                                                                 26,000             $45,500

          Domenic J. Mizio(1)                                                       70,000            $122,500

          Morgan Trust Co. of the Bahamas Ltd. as Trustee                           91,000            $159,250
          U/A/D 11/30/93(1)

          Susan Uris Halpern(1)                                                     43,000             $75,250

          William B. Lazar(1)                                                       22,000             $38,500

          Wells Family LLC(1)                                                       78,000            $136,500

          Harold & Grace Willens JTWROS(1)                                          17,000             $29,750

          Albert L. Zesiger(1)                                                      87,000            $152,250

          Barrie Ramsay Zesiger(1)                                                  42,630             $74,603

------------------------------
          1     Zesiger Capital Group, LLC as agent and attorney-in-fact.


</TABLE>


<PAGE>
<TABLE>
<CAPTION>

<S>                                     <C>                                         <C>                <C>
          Wolfson Investment Partners LP(1)                                         43,500             $76,125

          Special Situations Private Equity Fund, L.P.                             315,000            $551,250

          Special Situations Fund III, L.P.                                        345,000            $603,750

          Special Situations Cayman Fund, L.P.                                     120,000            $210,000

          Special Situations Technology Fund, L.P.                                  89,565            $156,739

          21ST Century Digital Industries Fund, L.P.                               248,447            $434,783

                                              TOTAL                              2,857,142          $5,000,000
</TABLE>