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                                                                    Exhibit 10.1


                               SOFTLOCK.COM, INC.
                              EMPLOYMENT AGREEMENT



         This AGREEMENT ("Agreement") is made effective as of this 17th day of
April, 2000 by and between SoftLock.com, Inc., a Delaware corporation, with
principal offices at Five Clock Tower Place, Suite 440, Maynard, Massachusetts
01754 (the "Company"), and Scott W. Griffith ("Employee").

         In consideration of the promises and mutual covenants herein set forth,
the Company and the Employee agree as follows:

                           ARTICLE I: EMPLOYMENT TERMS

         Section 1.1. EMPLOYMENT AND TERM. The Company hereby employs the
Employee, and the Employee accepts such employment, upon the terms and
conditions hereinafter set forth, for the period (the "Employment Term")
commencing on and as of April 17, 2000 and terminating as provided in Section
2.3 hereof.

         Section 1.2. EMPLOYMENT SERVICES. The Employee shall devote his full
working time and effort to promote the business and affairs of the Company and
its Affiliates (hereinafter, as such term is defined in Section 2.18 hereof) as
necessary in order to enable them to achieve their business objectives. The
Employee's principal assignment shall be to serve as Chief Executive Officer of
the Company. In this capacity, the Employee shall be responsible for and shall
also perform the duties and assignments which are consistent with his
responsibilities as Chief




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Executive Officer and/or other duties which may be reasonably assigned to him
from time to time by the Board of Directors of the Company. As Chief Executive
Officer, the Employee shall possess the senior executive office in the Company
and shall have day to day control of the Company's operations subject to the
directives of the Board of Directors. In addition, the Board of Directors of the
Company will take the steps necessary to elect the Employee to a seat on the
Board of Directors to serve during each year of the Employment Term as the
Board's Chairman. The Employee agrees that he will serve as a director of the
Company and Chairman of the Board of Directors. Nothing in this Section 1.2
shall be deemed to prevent the Employee from:

                  (a) investing his assets in a manner not prohibited by Section
2.6 hereof, and in such form and manner as shall not require any material
services on his part in the operations or affairs of the companies or other
entities in which such investments are made; or

                  (b) serving on the board of directors of any other company,
subject to the prohibitions set forth in Section 2.6 hereof, provided the Board
of Directors of the Company shall have approved such service in writing; or

                  (c) engaging in religious, charitable or other community or
non-profit activities which do not impair his ability to fulfill his duties and
responsibilities under this Agreement.

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         Section 1.3.      EMPLOYMENT COMPENSATION.

                  (a) BASE SALARY. For services rendered by the Employee under
this Agreement, the Company shall pay the Employee an initial amount in base
salary of $250,000 per annum, payable in equal semi-monthly installments (the
"Base Salary"). The Base Salary shall be subject to review by the Board of
Directors of the Company on or about January 1, 2001, and on or about each
January 1 thereafter for so long as this Agreement is in effect or in more
frequent intervals as deemed appropriate by the Board of Directors. The parties
agree that Employee's Base Salary shall not be fixed below the annual salary of
$250,000 for the term of this Agreement.

                  (b) INCENTIVE BONUS COMPENSATION. For services rendered by the
Employee under this Agreement, the Company, by action of the Board of Directors,
shall establish an executive incentive bonus plan in which the Employee shall
participate in recognition of the Employee's contribution to the overall
performance of the Company ("Bonus"). In the first year of employment, this
Bonus will be based upon the accomplishment of specific objectives to be
developed by the Employee within 90 days of the commencement of his employment
as Chief Executive Officer and mutually agreed upon by the Board of Directors
and the Employee. Thereafter, the Bonus shall be based upon the accomplishment
of specific objectives for each subsequent fiscal year as agreed to by the
Employee and the Board of Directors. The incentive bonus plan will provide the
opportunity for additional cash compensation equivalent to fifty percent (50%)
of Employee's Base Salary as then in effect. The parties agree that at or near
the midway point of each fiscal year the Employee and the Board of Directors or
a Committee thereof shall meet to discuss the Employee's and the Company's
performance as they relate to, among other things, achievement of the objectives
necessary for the Employee to earn all or any


                                       3


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part of the Bonus for that fiscal year. If it is determined in the judgment of
the Board of Directors or a Committee thereof that the Employee is progressing
satisfactorily toward achieving the objectives set forth in the Bonus plan for
the fiscal year, the parties agree to use good faith efforts to establish a
percentage of the Bonus that will be due to the Employee for that fiscal year if
the Employee legitimately terminates his employment during the second half of
the fiscal year for Good Cause as defined in Section 2.3 (e) of this Agreement.
The parties further agree that during the first fiscal year in which this
Agreement is in effect, the Bonus amount for which the Employee is eligible
shall be calculated upon that portion of the Base Compensation paid to him
during the fiscal year. This Bonus is not guaranteed in part or in full, and
determination of Employee's accomplishments against these objectives will be at
the sole discretion of the Board of Directors except as set forth in paragraph
1.3(b)(i) below. Such Bonus, if any, shall be granted and paid to the Employee
within ninety (90) days following the conclusion of each calendar year
commencing December 31, 2000, after assessment of the Employee's and Company's
performance pursuant to the criteria, terms and conditions of the bonus plan to
be established. The amount of any Bonus which the Company may grant to the
Employee from time to time shall be in addition to his Base Salary and shall,
under no circumstances, be included in the Employee's Base Salary.

                      (i) The parties agree that notwithstanding any other
agreement they shall reach concerning the objectives that qualify the Employee
for a Bonus, the Bonus requirements will be considered met if a definitive
agreement for the sale of the Company is executed by a buyer and the Company
within one (1) year of the date Employee begins to serve as the Company's Chief
Executive Officer, and the sale in the definitive agreement is closed at


                                       4

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any time, and the price per share for which the Company is sold exceeds $15.00
per share. Notwithstanding any other provision of this Agreement, the parties
agree and understand that any Bonus earned under the provisions of this
Subsection shall become due and payable to the Employee only if and upon the
date there is a closing of the sale set forth in the definitive agreement. If
the sale defined in any definitive agreement does not close, then the Employee
can earn no Bonus under this Subsection. The parties further agree and
understand, however, that nothing in this Subsection shall prevent the Employee
from otherwise earning a Bonus under the provisions of Section 1.3(b) above.

                      (ii) For purposes of this Agreement, the term "sale of the
Company" means any of the following (whether completed in a single transaction
or a series of related transactions): sale of all or substantially all of the
Company's assets to an unaffiliated third party or any merger, tender offer,
sale, exchange or other transaction where the holders of in the aggregate 67% of
the Company's voting control prior thereto own in the aggregate less than 25%
thereafter.

                  (c) STOCK OPTIONS. The Employee shall be entitled to
participate in the SoftLock.com, Inc. Stock Option Plan ("Option Plan").

                  (d) OPTION TO PURCHASE SHARES. The Company agrees to provide
Employee the option to purchase up to 1,164,670 shares of the Company's stock at
the agreed strike price of $8.50 per share. The first 20% (232,934) of these
options to purchase at the strike price shall vest upon execution of this
Agreement by the Employee. The second 20% of the total options to


                                       5

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purchase (232,934) shall vest on the first anniversary of the effective date of
this Agreement: (April 17, 2001). The third, fourth and fifth 20% of these
options shall vest during the the second, third and fourth years of this
Agreement as calculated from the effective date of the Agreement on a monthly
basis such that one twelfth (19,411.17) of each 20% (232,934) shall vest at the
completion of each full month of calendar service by the Employee as Chief
Executive Officer of the Company. No monthly vesting shall occur for fractions
of a month of service. The parties further agree that should the Employee's
employment be terminated during the first year of this Agreement by the Company
pursuant to Section 2.3 (b)(iii) of this Agreement or by the Employee pursuant
to Section 2.3 (b)(iv) of this Agreement or because of a sale of the company (as
defined in Section 1.3(b)(ii)), vesting of the second 20% of the total options
mentioned above shall be accelerated and vesting of this second 20% will occur
no later than the last day of the Employee's employment.

                      (i) The parties further agree that the value of Employee's
options to purchase shall be protected from dilution for a period of one (1)
year from the date of execution of this Agreement. The parties agree that this
protection shall be implemented during this one (1) year period using the
formula set forth in Appendix A of this Agreement (incorporated herein and made
a part hereof by reference) only if an equity offering of more than 10% of the
currently fully diluted and outstanding shares is consummated for a price that
is more than 20% (I.E., less than $6.80 per share) below the agreed strike price
of Employee's option to purchase ($8.50 per share).


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         Section 1.4. BENEFITS. Employee will be offered the opportunity to
participate in any health care, disability and life insurance coverage, if any,
at the benefit levels and costs offered to the Company's other employees as
adjusted from time to time provided the Employee otherwise meets the eligibility
requirements of the plan or plans. The Company further agrees to pay the
premiums of any other supplemental health coverage maintained by the Employee if
necessary to obtain coverage for the services of physicians used by the Employee
at the time of execution of this agreement but not otherwise covered by the
Company's health plan.

         Section 1.5. WITHHOLDING. The amount of payments to be made by the
Company to the Employee are set forth herein prior to the deduction of any taxes
or other amounts, and all such payments shall be made by the Company to the
Employee under this Agreement net of any tax or other amounts required to be
withheld by the Company under applicable law and any other deductions authorized
by the Employee in writing.

         Section 1.6. VACATION. The Employee shall be entitled to vacation and
holiday plans under the same terms and considerations as they are available to
all Company employees, in accordance with Company policy as adjusted from time
to time.
                          ARTICLE 2: GENERAL PROVISIONS

         Section 2.1 EXPENSE ACCOUNT AND ALLOWANCE. The Company agrees to
reimburse the Employee for all reasonable travel, entertainment and other
documented, itemized business expenses incurred by him in connection with the
performance of his duties under this Agreement; provided, however, that the
amount available for such travel, entertainment, and other business expenses
shall be consistent with expense reimbursement policies adopted by the


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Company as in effect at the time of the incurrence of such expenses by the
Employee or as may be fixed in advance by the Company's Board of Directors. The
Employee understands that the Company or the Board of Directors by majority vote
reserves the rights to disallow an Employee expense and to decline to reimburse
any portion or all of an expense it deems unreasonable in it judgment in
accordance with company policy.

         Section 2.2. LOCATION. The Employee shall perform services under this
Agreement at the Company's principal office. If the Company decides to move its
principal office, each party to this Agreement shall exercise good faith efforts
to address and, to the extent practicable, accommodate the interests of the
other party with respect to the Company's decision to move on the one hand and
the Employee's desire at the time of execution of this Agreement to avoid having
to relocate to maintain his position on the other. The Employee shall also make
himself available to make reasonable business trips at the Company's expense,
both within and outside the United States of America, for purposes of consulting
with customers, agents, representatives and suppliers of the Company and its
Affiliates, as well as with other members of the Company's management.

         Section 2.3       EMPLOYMENT TERM; TERMINATION.

                  (a) The Employment Term shall run indefinitely, unless
terminated pursuant to the following provisions of this Section 2.3.


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                  (b) The Employment Term shall terminate (i) at the death or 30
days after the Permanent Disability (as hereinafter defined) of the Employee,
(ii) at the election of the Company, for Cause (as hereinafter defined), (iii)
at the election of either the Company or the Employee upon fifteen (15) days'
prior written notice to the other, or (iv) at the election of the Employee for
Good Cause (as hereinafter defined).

                  (c) "Permanent Disability", for purposes of this Section 2.3,
shall mean any physical or mental incapacitation which makes him unable to
perform the essential functions of his position with or without reasonable
accommodation for a period of 90 consecutive days or longer.

                  (d) "Cause", for purpose of this Section 2.3, shall mean any
of the following, as determined by the majority vote of the Board of Directors
of the Company: (i) a failure or refusal of the Employee to perform his duties
hereunder, insubordination regarding express instructions of the Board of
Directors or the Executive Committee thereof, or material breach by the Employee
of one or more of the terms of this Agreement; (ii) any substantial dishonesty
by the Employee in connection with the performance of his duties hereunder,
habitual insobriety or misappropriation of the funds or property of the Company;
or (iii) any conviction of, or plea of guilty by, the Employee with respect to
any crime, which conviction or plea is likely in the reasonable judgment of the
Board of Directors of the Company to adversely affect the Employee's
professional reputation, the reputation of the Company or of any other member of
the Group or the ability of the Employee to perform his duties satisfactorily
hereunder. In the event the Board decides to terminate the Employee for cause
for any reason set forth in


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Subsection (i) above, except where a material breach of this agreement involves
a breach of Section 2.4 or 2.5 or 2.6 below, the Board agrees to provide the
Employee with written notice of the reason the Board believes cause to terminate
exists and shall provide the Employee with 30 days to cure or remedy any causes
or breaches. If the Employee does not cure and/or remedy each and every cause or
breach of which he is notified by the Board to the Board's satisfaction within
the specified period, the Board will notify the Employee of its conclusion in
writing and thereafter may immediately terminate the employment of the Employee.
The Employee agrees that upon notification of his termination for cause, he
shall resign from all positions on the Board of Directors within 10 days of the
effective date of termination. The parties agree that neither this resignation
nor its acceptance shall be considered or construed as an admission against
interest or a waiver of any rights or defenses either party may have as a result
of the termination of employment or resignation from the Board of Directors.

                  (e) "Good Cause", for purposes of Section 2.3 shall mean the
following: a material breach of this Agreement by the Company, a material
reduction in duties or responsibilities that results in the Employee no longer
performing the duties of Chief Executive Officer of the Company, or a sale of
the company (as defined in Section 1.3(b)(ii)) that results in the Employee no
longer performing the duties of Chief Executive Officer of the Company. In the
event the Employee believes he has Good Cause to terminate this Agreement under
this Section 2.3(e), he agrees to provide to the Board of Directors written
notice of each reason he believes Good Cause to terminate this Agreement exists
and shall provide the Company with 30 days to cure and or remedy each cause or
breach. If the Company does not cure or remedy each cause or breach of which it
is notified by the Employee to the Employee's reasonable satisfaction


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within the specified period, the Employee will notify the Board of his
conclusions in writing and thereafter may immediately terminate his employment
with the Company. The Employee agrees that upon termination of his employment
with the Company, he shall resign from all positions on the Board of Directors
within 10 days of the effective date of termination. The parties agree that
neither this resignation nor its acceptance shall be considered or construed as
an admission against interest or a waiver of any rights or defenses either party
may have as a result of the termination of employment or resignation from the
Board of Directors.

                  (f) Each of the parties' rights of termination pursuant to
this Section 2.3 shall be in addition to, and shall not affect, his or its
rights and remedies under any other provisions of this Agreement or under
applicable law, and all such rights and remedies shall survive termination of
this Agreement and the employment of the Employee hereunder. Nothing herein
shall be deemed to constitute a wavier by the Employee or the Company or the
Board of Directors of any rights or defenses he or it may have under applicable
law.

                  (g) In the event of termination of employment pursuant to the
terms of this Section 2.3, the Employee shall have no right to receive any
compensation or fees or benefits or unaccrued options or options to purchase
stock for any period subsequent to the date of termination as established by the
Board of Directors; provided that:

                      (i) in the event such termination is due to death or
Permanent Disability, the Company shall pay the Employee or his estate, as the
case may be, a pro rata portion of the Bonus, if any, for the year in which such
termination occurs; and


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                      (ii) in the event that such termination is made by the
Company pursuant to Section 2.3(b)(iii) hereof, or by the Employee the pursuant
to Section 2.3(b)(iv), the Company agrees that during the Severance Period (as
such term is defined below) it will continue to pay the Employee his then
current Base Salary and will provide the Employee continuation of benefits
provided under the Company employee benefits programs exclusive of the right to
accrue any stock options or options to purchase stock, except that if a
termination occurs pursuant to Sections 2.3(b)(iii) or 2.3(b)(iv) of this
Agreement in the first year of this Agreement, the second 20% of the options to
purchase stock mentioned in Section 1.3(d) shall accelerate as set forth in that
Section without further right to accumulate any additional options to purchase
stock.

                  (h) "Severance Period", for the purposes of this Section 2.3,
shall mean the period commencing on the date of such termination as established
by the Board of Directors and ending six (6) months thereafter.

                  (i) The obligations of the Employee pursuant to Sections 2.4
and 2.5 of this Agreement shall survive the termination for any reason of the
Employment Term. The obligations of the Employee pursuant to Section 2.6 hereof
shall survive the termination of this Agreement.


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         Section 2.4.      CONFIDENTIAL INFORMATION.

                  (a) The Employee hereby agrees to hold and maintain
confidential and private all papers, plans, drawings, specifications, methods,
processes, techniques, shop practices, formulae, customer lists, personnel and
financial data, plans, trade secrets and all proprietary information belonging
to the Company or any Affiliate thereof, as well as any and all copies or
reproductions thereof regardless of form, of which the Employee may have or
acquire knowledge or possession whether prior to, during or after the
termination of the Employment Term, and to maintain as confidential and secret
any new processes, formulations, designs, devices, research data, machines or
compositions of matter of the Company or of any of its Affiliates or of any
persons granting rights to the Company or any of its Affiliates revealed to the
Employee or discovered, originated, made or conceived by the Employee in
connection with the furnishing of employment and consulting services to the
Company or any of its Affiliates.

                  (b) The Employee hereby agrees that he shall not at any time,
either during or subsequent to the Employment Term, disclose or divulge to any
person, other than to the Company's or any of its Affiliates' officers and other
employees as required by the Employee's duties under this Agreement and to third
parties when required in the ordinary course of business of the Company, any of
the information specified in Section 2.4(a) above or any trade or business
secrets or any other confidential information belonging to the Company or any of
its Affiliates of which the Employee may have or acquire knowledge or
possession.

                  (c) Notwithstanding anything to the contrary set forth above,
the confidentiality and nondisclosure provisions contained in this Section 2.4
shall not apply to any


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information or data not copyrighted or trade marked or otherwise protected from
disclosure or use or reproduction by applicable law, if and when such
information or data becomes a matter of public knowledge through no act or
omission of the Employee or to any information or data which was already known
by the Employee or the other party in question other than as a result of a
breach of this Agreement.

                  (d) Immediately upon the Company's request or promptly upon
termination for any reason or expiration of this Agreement, the Employee shall
deliver to the Company all memoranda, notes, records, reports, photographs,
drawings, plans, papers or other documents made or compiled by the Employee in
the course of his services to the Company or any of its Affiliates or made
available to the Employee during the course of his services to the Company or
any of its Affiliates which are in the possession of or under the control of the
Employee, and any copies or abstracts thereof regardless of form, whether or not
of a secret or confidential nature, and all such memoranda or other documents as
well as all copies and reproductions and abstracts thereof regardless of form,
shall during and after the termination of the Employment Term, be deemed to be
and shall be the property of the Company.

         Section 2.5.      INTELLECTUAL PROPERTY.

                  (a) Any and all inventions, improvements, ideas and
innovations, whether or not patentable or copyrightable, which the Employee may
invent, discover, originate, make or conceive during his employment with the
Company or any of its Affiliates, either solely or jointly with others, and
which in any way relate to or are or may be used in connection with the


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business of the Company or any of its Affiliates shall be, to the extent of the
Employee's interest therein, the sole and exclusive property of the Company or
such Affiliate and the Employee's interest therein shall be assigned by the
Employee to the Company or such Affiliate, as the case may be, or to the
Company's or such Affiliate's nominee(s) and the Employee agrees to assign and
hereby does assign all such inventories, improvements, ideas and innovations to
the Company or its appropriate Affiliate(s). For the purpose of copyright laws,
all inventions or works of authorship made by or on behalf of Employee under the
terms of this Agreement of whatever kind shall be deemed works made for hire. If
the Company or its Affiliate(s) do not desire to copyright or patent any
invention but should desire to keep the invention secret, Employee agrees to
assist the Company or the Affiliate(s) and will not disclose any information
without the Company's or the appropriate Affiliate's written consent. The
Employee, upon the request and at the expense of the Company, shall and shall
use all reasonable efforts to cause any such other person(s) to promptly and
fully disclose each and all such discoveries, inventions, improvements, ideas or
innovations to the Company, the applicable Affiliate or any nominee(s) thereof.
Further, the Employee, upon the request and at the expense of the Company, shall
and shall use all reasonable efforts to cause any such other person(s) to,
assign to the Company or the applicable Affiliate, without further compensation
therefor, all right, title and interest in and to each and all such discoveries,
inventions, improvements, ideas or innovations which are reduced to writings,
drawings or practice within two (2) years after the termination of the
Employment Term.

                  (b) The Employee further agrees to execute at any time, upon
the request and at the expense of the Company, for the benefit of the Company,
any of its Affiliates or any


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nominee(s) thereof, and all appropriate applications, instruments, assignments
and other documents, which the Company shall deem necessary or desirable to
protect its (or any of its Affiliate's) entire right, title and interest in and
to any of the discoveries, inventions, improvements, ideas and innovations
described in Section 2.5(a) hereof.

                  (c) The Employee agrees, upon the request and at the expense
of the Company or any person to whom the Company or any of its Affiliates may
have granted or grants rights, to execute any and all appropriate applications,
assignments, instruments and papers, which the Company shall deem necessary for
the procurement in the United States of America and foreign countries of patent
and/or copyright protection for the discoveries, inventions, improvements, ideas
and innovations to be so assigned, including the executing of new, provisional,
continuing and reissue applications, to make all rightful oaths, to testify in
any proceeding before any governmental authority authorized to grant or
administer patent and/or copyright protection or before any court, and generally
to do everything lawfully possible to aid the Company, its Affiliates and its
and their successors, assigns and nominees to obtain, enjoy and enforce proper
patent and/or copyright protection for the discoveries, inventions,
improvements, ideas or innovations conceived or made by him during the course of
his services to the Company or any of its Affiliates for a period of two (2)
years after the termination of the Employment Term.

         Section 2.6. NONCOMPETITION. The Company and the Employee acknowledge
that the Company and its Affiliates conduct business throughout the world and
the engagement by the Employee in the Designated Industry (as hereinafter
defined) could cause the Company


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irreparable harm. For the period commencing on the date hereof and ending one
(1) year after the termination of the Employment Term (the "Restricted Period"),
the Employee shall not (a) except as an officer and director of the Company and
its Affiliates, engage in any business the same as or substantially similar to
the business then being conducted by the Company or its Affiliates (the
"Designated Industry"), whether directly or indirectly, for his own account or
as an employee, partner, officer, directors, consultant or holder of more than
five percent (5%) of the equity interest in any other person, firm, partnership
or corporation, (b) divert to any competitor of the Company or its Affiliates
any customer of the Company or its Affiliates, or (c) solicit or encourage any
officer, key employee or consultant of the Company or its Affiliates to leave
its or their employ for alternative employment in the Designated Industry or
otherwise end its or their relationship with the Company, or hire or offer
employment to any person employed by the Company within one (1) year preceding
the termination of the Employment Term. The Employee will continue to be bound
by the terms of this Section 2.6 until their expiration and shall not be
entitled to any compensation with respect thereto.

         Section 2.7. SEVERABILITY. The parties agree and acknowledge that the
provisions of this Article shall be devisable and separate, so that, if any
provision or provisions of this Article are held to be unreasonable, unlawful,
or unenforceable, such holdings shall not impair or render invalid the remaining
provisions of this Article or this Agreement. If any provision hereof is held to
be too broad or unreasonable in duration, scope or character of restriction to
be enforced, such provisions shall be modified to the extent necessary so that
any provision or portion hereof shall be legally enforceable to the fullest
extent permitted by law, and the parties hereto expressly authorize any Court of
competent jurisdiction to modify and enforce any such


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provision or portion hereof so that any and all provisions or portions hereof
shall be enforced by such Court to the fullest extent permitted by law as
intended by the parties.

         Section 2.8. EQUITABLE REMEDIES. Each of the parties hereto
acknowledges and agrees that upon any breach by the Employee of his obligations
under Section 2.4, 2.5 or 2.6 hereof, the Company will suffer immediate and
irreparable damage and have no adequate remedy at law, and accordingly will be
entitled to specific performance and other appropriate immediate, temporary and
permanent injunctive and equitable relief.

         Section 2.9. ASSIGNMENT. The rights and obligations of the Company
under this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Company, provided that neither this Agreement nor
the rights and obligations of the Company under this Agreement may be assigned
by the Company other than to an Affiliate of the Company except for the rights
of the Company created by Sections 2.4 or 2.5 and 2.6 above. The Employee may
not assign to any other person his rights and/or obligations under this
Agreement.

         Section 2.10. AMENDMENT. This Agreement and any term, covenant,
condition or other provision hereof may be changed, waived, discharged, or
terminated solely by an instrument in writing signed by the parties hereto.


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         Section 2.11. WAIVER OF BREACH. The waiver by the Company of a breach
of any provision of this Agreement by the Employee shall not operate or be
construed as a waiver of any other breach by the Employee.

         Section 2.12. NOTICES. All notices, requests, demands, consents and
other communications in connection with this Agreement shall be in writing or by
written telecommunication and shall be delivered personally or mailed as
follows: be registered or certified mail or by overnight courier, postage
prepaid, or sent by written telecommunication as follows:

                  (a)      If to the Company:

                           SoftLock.Com, Inc.
                           Five Clock Tower Place, Suite 440
                           Maynard, Massachusetts 01754
                           Phone: (978) 461-5944


                  (b)      If the Employee:

                           Scott W. Griffith
                           34 Mitchell Grant Way
                           Bedford, Massachusetts 01730

or at such other address as the parties hereto may from time to time designate
in writing.

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         Section 2.13. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.

         Section 2.14. ARBITRATION OF DISPUTES. Any controversy or claim arising
out of or relating to this Agreement or the breach thereof except as excluded in
this Section shall be settled by arbitration in accordance with the laws of the
Commonwealth of Massachusetts by a single independent arbitrator appointed by
and in accordance with the rules established by J.A.M.S. Endispute. The
arbitration shall be conducted in a mutually agreeable location within 20 miles
of the Company's principal location in accordance with the rules of J.A.M.S.
Endispute except that the parties agree that any arbitrator selected must be
familiar with and apply the Federal Rules of Evidence in any arbitration
proceeding conducted pursuant to this Section. Judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof. All
fees and expenses of the arbitration process shall be borne equally by the
parties hereto regardless of the final outcome, unless and to the extent the
arbitrator shall determine that under the circumstances the sharing of all or a
part of any such fees and expenses would be unjust. The parties expressly agree
and understand that this Arbitration of Disputes


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Article shall not apply to any dispute or action brought to the Company to
enforce any right created by or to prevent or remedy any breach by Employee of
any one or more of the provisions of Sections 2.4 or 2.5 or 2.6; in these cases,
the Company reserves the right to bring an action in any court having
jurisdiction over these matters for the purpose of obtaining immediate and
complete enforcement of its rights and remedies including without limitation any
available immediate, temporary and/or permanent injunctive relief.

         Section 2.15. ENTIRE AGREEMENT. This Agreement embodies the entire
agreement between the Company and the Employee relating to the subject matter
hereof, and, except as otherwise expressly provided herein, this Agreement shall
not be affected by reference to any other document not made an appendix to this
Agreement.

         Section 2.16. HEADINGS, ETC. The headings of the sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be a part of this Agreement.

         Section 2.17. COUNTERPARTS. This Agreement may be executed in several
identical counterparts, each of which when executed by the parties hereto and
delivered shall be an original, but all of which together shall constitute a
single instrument. In making proof of this Agreement, it shall not be necessary
to produce or account for more than one such counterpart.


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<PAGE>

         Section 2.18.     ADDITIONAL DEFINED TERMS.

                  (a) "Affiliate" means any person, corporation or other
business entity which directly or indirectly controls, or is controlled by, or
is under common control with another person, corporation or business entity.

                  (b) "Subsidiary" means any corporation fifty percent (50%) or
more of the capital stock of which having ordinary voting power for the election
of directors is owned directly or indirectly by another corporation or business
entity.

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

                                                     Accepted and Agreed to:


/s/ Francis J. Knott                                 /s/ Scott W. Griffith
-------------------------------                      --------------------------
Francis J. Knott                                     Scott W. Griffith
Chairman
For:  Softlock.com, Inc. (SEAL)

4/17/00                                              4/17/00
------------                                         ------------
Date                                                 Date


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