<PAGE>
                                                                     EXHIBIT 4.1

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of the 14th day of November 2001, by and between ZixIt Corporation, a Texas
corporation (the "Company"), and John Ryan, a resident of the State of Texas
("Employee").

                                    RECITALS

         A. The Company desires to provide for the employment of Employee in
such a manner as will reinforce and encourage Employee's highest attention and
dedication to the Company and its shareholders.

         B. Employee is willing to serve the Company under the terms and
conditions herein provided.

                              TERMS AND CONDITIONS

         In consideration of the mutual covenants and agreements set forth in
this Agreement, the parties agree as follows:

         1. Employment. Subject to the terms and conditions set forth in this
Agreement, the Company employs Employee, and Employee hereby accepts such
employment by the Company.

         2. Duties of Employee.

                  (A) Employee shall serve in the capacities of Chairman, Chief
         Executive Officer and President of the Company, and shall be subject to
         supervision by the Board of Directors of the Company (the "Board"). In
         such capacities, Employee shall have all necessary powers to discharge
         his responsibilities, including general supervision of the affairs of
         the Company and active control of its business. Employee shall have all
         powers granted by the Bylaws of the Company to the Chairman, Chief
         Executive Officer, and/or President as applicable, and Employee shall
         report to the Board. For so long as Employee serves in the foregoing
         capacities, the Company shall nominate and support the election of
         Employee as a member of the Board of Directors of the Company.

                  (B) During the term of this Agreement, and thereafter so long
         as Employee is employed by the Company, Employee shall devote his full
         business time and effort to the performance of his duties and
         responsibilities as an officer of the Company. Notwithstanding the
         foregoing, Employee may spend reasonable amounts of time on personal
         civic and charitable and investment activities that do not interfere
         with the performance of his duties and responsibilities to the Company.
         In addition, Employee may, subject to prior approval by the Board,
         spend reasonable amounts of time serving as an independent director for
         other companies, including Tilion Inc. and Riptech Inc., and as an
         advisory board member for Mobelium Inc. and Southern Methodist
         University Hart eCenter, which are approved, provided that such service
         does not, in the sole discretion of the Board, constitute or create a
         conflict of interest.

                  (C) Employee shall observe and comply with the written rules
         and regulations of the Company respecting its business and shall carry
         out and perform the directives and policies of the Company as the rules
         may from time-to-time be stated to Employee in writing by the Board.



                                  -Exhibit 4.1-
                                        1
<PAGE>
                  (D) Employee agrees not to solicit or receive any income or
         other compensation from any third party in connection with his
         employment with the Company. Employee agrees, upon written request by
         the Company, to render an accounting of all transactions relating to
         his business endeavors during the term of this employment hereunder.

         3. Term. The term of this Agreement (the "Term") shall commence
effective as of November 16, 2001 (the "Effective Date") and continue until the
second anniversary of the Effective Date, unless Employee's employment is
earlier terminated in accordance with Section 9 of this Agreement. Upon
expiration of the Term, Employee shall remain an "at will" employee of the
Company but Employee and the Company shall still be subject to and bound by the
terms of this Agreement.

         4. Salary. Commencing on the Effective Date, the Company will pay
Employee for his services as an officer a minimum base annual salary during the
term of this Agreement of $300,000, which shall be payable in accordance with
the Company's standard payroll practices, but not less than monthly.

         5. Bonus Compensation.

                  (A) During the Term, the Company shall pay Employee (1) on the
         first anniversary of the Effective Date, a cash bonus in the amount of
         $200,000, and (2) subject to the defined reasonably achievable second
         year bonus compensation targets set by the Compensation and Stock
         Option Committee of the Board (the "Compensation Committee") within 30
         days after the end of the first year and subject to the approval of the
         Compensation Committee (which approval shall be delivered and payment
         made no less than 30 days after the second anniversary of the Effective
         Date), a cash bonus in the amount of at least $200,000, or part
         thereof, depending upon the achievement of said second year targets or
         parts thereof.

                  (B)      (1) As a signing bonus, the Company will issue to the
         Employee a number of shares of the common stock of the Company, $.01
         par value (the "ZixIt Common Stock"), with an aggregate value of
         $1,000,000, valued at the Average Trading Price (as defined below) per
         share, with shares having an aggregate value of $1,000,000 to be issued
         within 10 days following the date of this Agreement and shares having
         an aggregate value of $0 to be issued on January 5, 2002 (such
         aggregate shares being the "Signing Bonus"). As used herein, "Average
         Trading Price" means the per share average closing price of ZixIt
         Common Stock on the NASDAQ National Market System for the 10
         consecutive trading days immediately prior to two business days before
         the issuance of the shares.

                           (2) In the event the Employee ceases to be an
         employee of the Company prior to the first anniversary of the Effective
         Date because he is terminated by the Company for "Cause" (as defined in
         this Agreement), or resigns for any reason other than for "Good Reason"
         (as defined in this Agreement), at the time of such termination of
         employment, the Employee shall assign to the Company, free and clear of
         all liens or any encumbrances, a number of shares of ZixIt Common Stock
         equal to the number of shares of ZixIt Common Stock representing the
         Signing Bonus that the Employee has received as of such date, or cash
         in the amount of $1,000,000. In the event of such cessation of
         employment as a result of Cause or without Good Reason prior to January
         5, 2002, Employee forfeits the right to the shares otherwise issuable
         on January 5, 2002 pursuant to subsection (B)(1) above, and the
         $1,000,000 amount referred to in the preceding sentence shall be
         reduced to $0.

                           (3) In the event the Employee ceases to be an
         employee of the Company prior to the second anniversary of the
         Effective Date but after the first anniversary of the



                                  -Exhibit 4.1-
                                        2
<PAGE>

         Effective Date because he is terminated by the Company for "Cause" (as
         defined in this Agreement), or resigns for any reason other than for
         "Good Reason" (as defined in this Agreement), at the time of such
         termination of employment, the Employee shall assign to the Company,
         free and clear of all liens or any encumbrances, a number of shares
         equal to one-half of the shares of ZixIt Common Stock representing the
         Signing Bonus, or cash in the amount of $500,000.

                           (4) Notwithstanding the foregoing, upon the
         occurrence of an Accelerated Vesting Event (as defined in the Option
         Agreement), any obligation of the Employee to assign the Signing Bonus
         shares of ZixIt Common Stock to the Company shall no longer be in force
         or effect, and the second tranche of shares representing the Signing
         Bonus shall immediately vest when issued.

                           (5) Employee acknowledges that the ZixIt Common Stock
         comprising the Signing Bonus has not been registered under the
         Securities Act of 1933, as amended (together with the rules and
         regulations thereunder, the "Securities Act") or qualified under
         applicable state securities laws. Accordingly, unless there is an
         effective registration statement and qualification respecting the
         resale of the ZixIt Common Stock under the Securities Act or under
         applicable state securities laws at the time of resale of the ZixIt
         Common Stock, any stock certificate evidencing the ZixIt Common Stock
         shall bear the following legend:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
                  ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD,
                  OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE
                  ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND
                  ALL APPLICABLE STATE SECURITIES LAWS."

         Employee hereby represents and warrants that (1) the ZixIt Common Stock
         will be acquired for investment for his own account, not as nominee or
         agent, and not with a view to the resale or distribution of any part
         thereof in a manner which would violate the registration provisions of
         the Securities Act or any applicable state securities laws; (2)
         Employee has reviewed each of the Company's annual report on Form 10-K
         for the year ended 2000, the Company's quarterly reports on Form 10-Q
         filed since the beginning of 2001 and the Company's proxy statement for
         its annual meeting of shareholders in 2001; and (3) Employee has had
         sufficient access to the Company to ask questions about such filings
         and the business and operations as Employee has requested.

                           (6) The Employee shall have the registration rights
         set forth in attached Exhibit A hereto.

         6. Stock Options. As additional compensation, the Company will also
grant Employee nonqualified stock options to purchase 1,000,000 shares of ZixIt
Common Stock at an option exercise price equal to the lower of: (i) $6.50 per
share or (ii) the lowest two-consecutive-day average closing price of ZixIt's
Common Stock on the NASDAQ National Market System during the 20 consecutive
trading days following the Effective Date, pursuant to the terms and conditions
of the Stock Option Agreement (the "Option Agreement") being entered into
between the Company and Employee contemporaneous with this Agreement.

         7. Employee Benefits. During the Term, Employee will be entitled to
participate in the insurance and employee benefit plans and programs maintained
by the Company and its Affiliates applicable to officer employees on the same
basis as other officer employees of the Company or its



                                  -Exhibit 4.1-
                                       3
<PAGE>

Affiliates, as applicable, subject only to the possible substitution by or on
behalf of the Company or its Affiliates of other plans or programs providing
substantially similar or increased benefits for Employee. Employee will also be
entitled to reasonable vacation time with no reduction in compensation, in
keeping with the Employee's duties and responsibilities to the Company.

         8. Reimbursement of Expenses. During the Term, the Company shall
reimburse Employee for all expenses actually and reasonably incurred by him in
the business interests of the Company and for up to $5,000 of legal fees related
to this Agreement and the related agreements. Such reimbursement shall be made
to Employee upon appropriate documentation of such expenditures in accordance
with the Company's written policies.

         9. Early Termination. Employee's employment under this Agreement may be
terminated without any breach of this Agreement only under the following
circumstances:

                  (A) Employee's employment with the Company shall terminate
         automatically upon Employee's death,

                  (B) If, as a result of Employee's incapacity due to physical
         or mental illness, Employee shall have been absent from his duties
         and/or unable to perform the essential functions of his position, with
         or without reasonable accommodation, for a total of 180 days during any
         18-month period, and within 30 days after a written Notice of
         Termination (as defined in subsection (G) hereof) is given (which may
         occur before or after the end of such 180-day period) shall not have
         returned to the performance of the essential functions of his position,
         with or without reasonable accommodation, the Company may terminate
         Employee's employment under this Agreement.

                  (C) The Company may terminate Employee's employment under this
         Agreement for Cause. For purposes of this Agreement, the Company shall
         have "Cause" to terminate Employee's employment under this Agreement
         upon (1) the willful and continued failure by Employee to substantially
         perform his duties under this Agreement (other than any such failure
         resulting from Employee's incapacity due to physical or mental
         illness), after written demand for substantial performance is delivered
         by the Board that specifically identifies the manner in which the Board
         believes Employee has not substantially performed his duties; or (2)
         the willful engaging by Employee in misconduct that is materially
         injurious to the Company; or (3) the conviction of Employee, or a plea
         by Employee of nolo contendere, or the substantial equivalent to either
         of the foregoing, of or with respect to, any felony or serious crime of
         moral turpitude. For purposes of this subsection (C), no act, or
         failure to act, on Employee's part shall be considered "willful" unless
         done, or omitted to be done, by him not in good faith and without
         reasonable belief that his action or omission was in, or not opposed
         to, the best interest of the Company. Notwithstanding the foregoing,
         Employee shall not be deemed to have been terminated for Cause without
         (a) reasonable written notice to Employee, setting forth the reasons
         for the Company's intention to terminate for Cause; (b) an opportunity
         for Employee, together with his counsel, to be heard before the Board
         (or an authorized representative thereof); and (c) delivery to Employee
         of a written Notice of Termination from the Board finding that, in the
         good faith opinion of the Board, Employee engaged in the conduct set
         forth above in clause (1), (2), or (3) of this subsection (C).

                  (D) Employee may terminate Employee's employment under this
         Agreement (1) for Good Reason; or (2) if Employee's health should
         become impaired to an extent that makes Employee's continued
         performance of Employee's duties under this Agreement hazardous to



                                  -Exhibit 4.1-
                                        4
<PAGE>

         Employee's physical or mental health or Employee's life; provided that,
         Employee shall have furnished the Company with a written statement from
         a qualified doctor to such effect and provided, further, that, at the
         Company's request, Employee shall submit to an examination by a doctor
         selected by the Company and such doctor shall have concurred in the
         conclusion of Employee's doctor.

                  For purposes of this Agreement, "Good Reason" shall mean (a) a
         failure by the Company to comply with any material provision of this
         Agreement or the Option Agreement that has not been cured within 10
         days after notice of such noncompliance has been given by Employee to
         the Company; (b) any material diminution in Employee's title and
         duties; (c) any purported termination of Employee's employment that is
         not effected pursuant to a Notice of Termination satisfying the
         requirements of subsection (G) hereof (and for purposes of this
         Agreement, no such purported termination shall be effective); (d) the
         assignment of duties or position that would necessitate a change in the
         location of Employee's home (presently in Plano, Texas); or (e) the
         Company fails to maintain directors and officers liability insurance
         coverage, including coverage for the Employee, in an amount equal to at
         least $10,000,000. Employee's resignation for Good Reason shall be
         effected by delivering a notice that shall set forth in reasonable
         detail the facts and circumstances claimed to provide a basis for Good
         Reason.

                  (E) The Company may terminate Employee's employment under this
         Agreement without Cause upon 90 days' notice to Employee.

                  (F) Employee may terminate Employee's employment under this
         Agreement without Good Reason upon 90 days' notice to Company.

                  (G) Any termination of Employee's employment by the Company or
         by Employee (other than termination pursuant to subsection (A) above)
         shall be communicated by written Notice of Termination to the other
         party to this Agreement. For purposes of this Agreement, a "Notice of
         Termination" shall mean a notice that shall indicate the specific
         termination provision in this Agreement relied upon and, in the case of
         a Notice of Termination given by the Company, shall set forth in
         reasonable detail the facts and circumstances claimed to provide a
         basis for termination of Employee's employment under the provision so
         indicated.

                  (H) "Date of Termination" shall mean (1) if Employee's
         employment is terminated by Employee's death, the date of Employee's
         death; (2) if Employee's employment is terminated pursuant to
         subsection (B) above, 30 days after Notice of Termination is given
         (provided that, Employee shall not have returned to the performance of
         the essential functions of his position, with or without reasonable
         accommodation, during such 30-day period); and (3) if Employee's
         employment is terminated for any other reason, the date specified in
         the Notice of Termination.

         10. Certain Effects of Termination. At any such time when Employee
shall no longer be in the employ of the Company, any successor-in-interest to
the Company or any of their respective Affiliates, Employee shall, within the
period prescribed by applicable law, subject to the terms and conditions of any
applicable insurance or employee benefit plan, receive payments in satisfaction
of any and all other wages, benefits, pensions, or other remunerations which
shall then be payable to, or vested on behalf of, Employee. In the event of any
termination of this Agreement or the Employee's employment with the Company
(other than a termination by Employee without "Good Reason", or the Company for
"Cause" or the death or disability of the Employee), the Company shall pay to
Employee all remaining base salary amounts which would be due to Employee during
the Term of this Agreement, as well as the first year's bonus in the event such
bonus has not been paid to Employee.



                                  -Exhibit 4.1-
                                        5
<PAGE>

         11. Confidential Information. Employee recognizes and acknowledges that
Employee will have access to confidential information of the Company and its
Affiliates (as defined in the Option Agreement), including, without limitation,
customer information, lists of suppliers and costs, information concerning the
business and operations of the Company and its Affiliates, and proprietary data,
information, concepts and ideas (whether or not patentable or copyrightable)
relating to the business of the Company and its Affiliates, as applicable.
Employee agrees not to disclose such confidential information, except as may be
necessary in the performance of Employee's duties, to any person, nor use such
confidential information in any way, unless Employee has received the written
consent of the Company or unless such confidential information becomes public
knowledge through no wrongful act of Employee. Upon termination of Employee's
employment for any reason, Employee shall promptly deliver to the Company all
drawings, manuals, letters, notebooks, customer lists, documents, records,
equipment, files, computer disks or tapes, reports or any other materials
relating to the business of the Company and its Affiliates, and all copies, that
are in Employee's possession or under Employee's control. Confidential
information shall not include information that constitutes general skills,
knowledge, and experience acquired by Employee before and/or during his
employment with the Company.

         12. Conflict of Interest. Employee agrees that during the term of this
Agreement without the prior approval of the Board, Employee shall not engage,
either directly or indirectly, in any activity which may involve a conflict of
interest with the Company or its Affiliates (a "Conflict of Interest"),
including ownership in any supplier, contractor, subcontractor, customer or
other entity with which the Company does business (other than as a shareholder
of less than one percent (1%) of a publicly-traded or private class of
securities) or accept any material payment, service, loan, gift, trip,
entertainment or other favor from a supplier, contractor, subcontractor,
customer or other entity with which the Company does business and that Employee
shall promptly inform the Board as to each offer received by Employee to engage
in any such activity. Notwithstanding the foregoing, the parties hereby
acknowledge that Employee presently owns less than 5% of the securities of
Entrust Technologies Inc., with which the Company currently does business.
Employee further agrees to disclose to the Company any other facts of which
Employee becomes aware which might involve or give rise to a Conflict of
Interest or potential Conflict of Interest.

         13. Waiver. No waiver of any provision of this Agreement shall be
deemed, or shall constitute, a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a waiver of any continuing or
succeeding breach of such provision, a waiver of the provision itself, or a
waiver of any right under this Agreement. No waiver shall be binding unless
executed in writing by the party making the waiver.

         14. Limitation of Rights. Nothing in this Agreement, except as
specifically stated in this Agreement, is intended to confer any rights or
remedies under or by reason of this Agreement on any persons other than the
parties to it and their respective permitted successors and assigns and other
legal representatives, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third persons to any party to this
Agreement, nor shall any provision give any third persons any right of
subrogation or action over or against any party to this Agreement.

         15. Remedies. Employee hereby agrees that a violation of the provisions
of Section 11 hereof would cause irreparable injury to the Company for which it
would have no adequate remedy at law. Accordingly, in the event of any such
violation, the Company shall be entitled to preliminary and other injunctive
relief. Any such injunctive relief shall be in addition to any other remedies to
which the Company may be entitled at law or in equity, or otherwise.



                                  -Exhibit 4.1-
                                        6
<PAGE>

         16. Notice. Any notice, demand or request required or permitted to be
given or made under this Agreement shall be in writing and shall be deemed given
or made when delivered in person, when sent by United States registered or
certified mail, or postage prepaid, or when faxed to a party at its address or
facsimile number specified below:

                  If to the Company:

                  ZixIt Corporation
                  2711 N. Haskell Avenue
                  Suite 2850, LB 36
                  Dallas, Texas 75204-2910
                  Attention: General Counsel
                  Facsimile number: (214) 515-7385

                  If to Employee:

                  John Ryan
                  5001 Red Wolf Lane
                  Plano, Texas 75093
                  Facsimile number: (972) 403-7036

         The parties to this Agreement may change its addresses for notice in
the manner provided above.

         17. Inconsistent Obligations. Employee represents and warrants that
Employee has not previously assumed any obligations inconsistent with those of
this Agreement.

         18. Entirety and Amendments. This Agreement and the Option Agreement
embody the entire agreement between the parties and supersede all prior
agreements and understandings relating to the subject matter hereof, and may be
amended only by an instrument in writing executed by all parties.

         19. Successors and Assigns. This Agreement will be binding upon and
inure to the benefit of the parties to this Agreement and any
successors-in-interest to the Company following a Change in Control (as defined
in the Option Agreement), but otherwise, neither this Agreement nor any rights
or obligations under this Agreement may be assigned (a) by Employee, except in
the case of the death of Employee, or (b) by the Company.

         20. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Texas (excluding its
conflict of laws rules) and applicable federal law.

         21. Cumulative Remedies. No remedy in this Agreement conferred upon any
party is intended to be exclusive of any other benefit or remedy, and each and
every such remedy shall be cumulative and shall be in addition to every other
benefit or remedy given under this Agreement or now or hereafter existing at law
or in equity or by statute or otherwise. No single or partial exercise by any
party of any right, power or remedy under this Agreement shall preclude any
other or further exercise thereof.



                                  -Exhibit 4.1-
                                        7
<PAGE>

         22. Descriptive Headings. All headings, section titles, captions and
arrangements used in this Agreement are for convenience only and shall not be
deemed to limit, amplify or modify the terms of this Agreement, nor affect the
meaning hereof.

         23. Multiple Originals. This Agreement may be executed in a number of
identical counterparts, all of which together shall constitute one agreement
binding on all the parties hereto, notwithstanding that all such parties are not
signatories to the original or the same counterpart.

         24. Severability and Reformation. If any provision of this Agreement is
declared or found to be illegal, unenforceable or void, in whole or in part,
then the parties shall be relieved of all obligations arising under such
provision, but only to the extent that it is illegal, unenforceable or void, it
being the intent and agreement of the parties that this Agreement shall be
deemed amended by modifying such provision to the extent necessary to make it
legal and enforceable while preserving its intent or, if that is not possible,
by substituting therefor another provision that is legal and enforceable and
achieves the same objectives.

         25. Amendments. No supplement, modification or amendment of this
Agreement or waiver of any provision of this Agreement shall be binding unless
executed in writing by all parties to this Agreement. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision of this Agreement (regardless of whether similar), nor shall any
such waiver constitute a continuing wavier unless otherwise expressly provided.

         26. Arbitration.

         The Company and the Employee agree to the resolution by binding
arbitration of all claims, demands, causes of action, disputes, controversies,
or other matters in question ("Claims") arising out of this Agreement or the
Employee's employment (or its termination), whether sounding in contract, tort,
or otherwise and whether provided by statute or common law, that the Company may
have against the Employee or that the Employee may have against the Company or
any Affiliate or any benefit plans of the Company or any Affiliate or any
fiduciaries, administrators, and affiliates of any of such benefit plans, or
their respective officers, directors, employees, or agents in their capacity as
such. This agreement to arbitrate shall not limit the Company's or the
Employee's right to seek equitable relief, including, but not limited to,
injunctive relief and specific performance in a court of competent jurisdiction.
Claims covered by this agreement to arbitrate include, but are not limited to,
claims by the Employee for breach of this Agreement, wrongful termination,
discrimination (based on age, race, sex, disability, national origin or other
factor), and retaliation. The only Claims otherwise within the definition of
Claims that are not covered by this Section 26 are: (1) any administrative
actions that the Employee is permitted to pursue under applicable law that are
not precluded by virtue of the Employee having entered into this Section 26; (2)
any Claim by the Employee for workers' compensation benefits or unemployment
compensation benefits; or (3) any Claim by the Employee for benefits under a
Company or Affiliate pension or benefit plan that provides its own non-judicial
dispute resolution procedure.

         Claims shall be submitted to arbitration and finally settled under the
Employment Dispute Resolution Rules of the American Arbitration Association
("AAA") in effect at the time the written notice of the Claim is received. An
arbitrator shall be selected in the manner provided for in the Employment
Dispute Resolution Rules of the AAA, except that the parties agree that the
arbitrator shall be an attorney licensed in the state where the arbitration is
being conducted. If any party refuses to honor its obligations under this
agreement to arbitrate, the other party may compel arbitration in either federal
or state court. The arbitrator will have exclusive authority to resolve any
dispute relating to the interpretation, applicability, enforceability, or
formation of this agreement to arbitrate, including, but not limited to, any
claim that all or part of this Agreement is void or voidable and any claim that
an issue is not subject to arbitration. The



                                  -Exhibit 4.1-
                                        8
<PAGE>

arbitration will be held in Dallas County, Texas. The arbitrator shall issue a
written decision that identifies the factual findings and principles of law upon
which any award is based. The award and findings of such arbitrator shall be
conclusive and binding upon the parties. Any and all of the arbitrator's orders,
decisions, and awards may be enforceable in, and judgment upon any award
rendered by the arbitrator may be confirmed and entered by, any federal or state
court having jurisdiction. The Company shall pay all costs and expenses of its
advisors and expert witnesses, and Employee shall pay all costs and expenses of
his advisors and expert witnesses. The costs and expenses of the arbitration
proceedings will be paid by the non-prevailing party or as the arbitrator
otherwise determines. Discovery will be permitted to the extent directed by the
arbitrator. EACH PARTY UNDERSTANDS THAT BY AGREEING TO SUBMIT CLAIMS TO
ARBITRATION, SUCH PARTY GIVES UP THE RIGHT TO SEEK A TRIAL BY COURT OR JURY AND
THE RIGHT TO AN APPEAL A COURT OR JURY DECISION AND FORGOES ANY AND ALL RELATED
RIGHTS SUCH PARTY MAY OTHERWISE HAVE UNDER FEDERAL AND STATE LAWS.

         27. Indemnification and Insurance. The Employee will have rights to
indemnification as an officer and/or director of the Company as set forth in
Article VII of the Company's Restated Bylaws, dated September 14, 1999, attached
hereto as Exhibit B and incorporated herein by reference.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                  -Exhibit 4.1-
                                        9
<PAGE>

                                   Signatures

         To evidence the binding effect of the covenants and agreements
described above, the parties to this Agreement have executed this Agreement on
the dates set forth below, to be effective as of the date first above written.

                                       THE COMPANY:

                                       ZIXIT CORPORATION


                                       /s/ David P. Cook
                                       -----------------------------------------
                                       David P. Cook, CEO

                                       Date: November 14, 2001
                                            ------------------------------------


                                       EMPLOYEE:

                                       /s/ John Ryan
                                       -----------------------------------------
                                       John Ryan

                                       Date: November 14, 2001
                                            ------------------------------------



                                  -Exhibit 4.1-
                                       10
<PAGE>

                                    EXHIBIT A


         The Company agrees to use all commercially reasonable efforts to
include the shares of the ZixIt Common Stock representing the first tranche of
the Signing Bonus on a registration statement on Form S-8 covering the shares of
such stock within 15 days after the date of this Agreement, and the shares of
the ZixIt Common Stock representing the second tranche of the Signing Bonus on a
registration statement on Form S-8 on or before January 19, 2002 and to use
commercially reasonable efforts to maintain the effectiveness of such
registration statement to the extent necessary to permit the resale of the
shares of the ZixIt Common Stock, subject to the Company's ability to suspend
the effectiveness of such registration statement as set forth in the Option
Agreement.



                                  -Exhibit 4.1-
                                       A-1
<PAGE>

                                    EXHIBIT B

                                   ARTICLE VII

                                 INDEMNIFICATION

         1. Indemnity. Each person who was or is made a party or is threatened
to be made a party to or is otherwise involved in any action, suit, or
proceeding, whether civil, criminal, administrative, or investigative and
including, without limitation, any "proceeding" referred to in art. 2.02-1 of
the Texas Business Corporation Act (hereinafter a "proceeding"), by reason of
the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation or of a partnership, joint venture, trust, or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"Indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director or officer or in any other capacity while
serving as a director of officer shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Texas Business Corporation
Act or other applicable law of the State of Texas, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than permitted prior thereto), against all expense, liability, and loss
(including, without limitation, attorneys' fees, judgments, fines, ERISA excise
taxes or penalties, and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such Indemnitee in connection therewith, and such
indemnification shall continue as to an Indemnitee who has ceased to be a
director or officer and shall inure to the benefit of the Indemnitee's heirs,
executors, and administrators; provided, however, that, except for a proceeding
brought by an Indemnitee to enforce his or her rights to indemnification, the
Corporation shall indemnify any such Indemnitee in connection with a proceeding
(or part thereof) initiated by such Indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The right
to indemnification conferred in this Article VII shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Texas Business
Corporation Act or other applicable law of the State of Texas requires, an
advancement of expenses incurred by an Indemnitee in his or her capacity as a
director of officer (and not in any other capacity in which service was or is
rendered by such Indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking complying in all respects with the requirements of the Texas
Business Corporation Act or other applicable law of the State of Texas
(hereinafter an "undertaking"), by or on behalf of such Indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such Indemnitee is not entitled to be indemnified for such
expenses under this Article VII or otherwise. If the Corporation makes an
advancement of expenses to an Indemnitee, the Corporation shall be subrogated to
every right of recovery the Indemnitee may have against any insurance carrier
from whom the Corporation has purchased insurance for such purpose.

         2. Remedy. If a claim under this Article VII is not paid in full by the
Corporation within 60 days after a written claim has been received by the
Corporation, the Indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit, including, without limitation, any appeal. In (i) any suit brought by the
Indemnitee to enforce a right to indemnification (but not in a suit brought by
the Indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the Corporation to recover an advancement
of



                                  -Exhibit 4.1-
                                       B-1
<PAGE>

expenses pursuant to the terms of an undertaking the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the Indemnitee
has not met the applicable standard of conduct set forth in the Texas Business
Corporation Act or other applicable law of the State of Texas. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its shareholders) to have made a determination prior to the
commencement of such suit that the Indemnitee met the applicable standard of
conduct set forth in the Texas Business Corporation Act or other applicable law
of the State of Texas, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its shareholders) that the
Indemnitee has not met such applicable standard of conduct, shall create a
presumption that the Indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the Indemnitee, be a defense to such
suit. In any suit brought by the Indemnitee to enforce a right to
indemnification or to an advancement of expenses or by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
burden of proving that the Indemnitee is not entitled to be indemnified, or to
such advancement of expenses, under this Article VII or otherwise, shall be on
the Corporation.

         3. Employees and Agents. The Corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to indemnification and
to the advancement of expenses to any employee or agent of the Corporation to
the fullest extent of the provisions of this Article VII with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

         4. Partial Indemnification; Interest.

         (A) If it is determined pursuant to the provisions of the Texas
Business Corporation Act or other applicable law of the State of Texas, or by
the court before which such action was brought, that an Indemnitee is entitled
to indemnification as to some claims, issues, or matters, but not as to other
claims, issues, or matters, involved in any action, no matter by whom brought,
the person or persons making such determination (or the court) shall authorize
the reasonable proration of such expenses, judgments, penalties, fines, and
amounts incurred in settlement with respect to which indemnification is sought
by the Indemnitee, among such claims, issues, or matters as the person or
persons making such determination (or the court) shall deem appropriate in light
of all of the circumstances of such action.

         (B) If it is determined pursuant to the provisions of the Texas
Business Corporation Act or other applicable law of the State of Texas, or by
the court before which such action was brought, that certain amounts incurred by
the Indemnitee are, for whatever reason, unreasonable in amount, the person or
persons making such determination (or the court) shall authorize indemnification
to be paid by the Corporation to the Indemnitee for only such amounts as the
person or persons making such determination (or the court) shall deem reasonable
in light of all of the circumstances of such action.

         (C) To the extent deemed appropriate pursuant to the provisions of the
Texas Business Corporation Act or other applicable law of the State of Texas, or
by the court before which such action was brought, interest shall be paid by the
Corporation to the Indemnitee, at a reasonable interest rate, for amounts for
which the Corporation indemnifies the Indemnitee.

         5. Nonexclusivity. The right to indemnification and advancement of
expenses provided to an Indemnitee pursuant to this Article VII shall not be
deemed exclusive of any other rights to which the Indemnitee may be entitled
under any charter provision, bylaw, agreement, resolution, vote of shareholders
or disinterested directors, or otherwise, including, without limitation, under
the Texas Business Corporation Act or other applicable law of the State of
Texas, as then in effect, both as to acts in his or her official capacity and as
to acts in any other capacity.



                                  -Exhibit 4.1-
                                       B-2
<PAGE>

         6. Insurance.

         (A) The Corporation may purchase and maintain insurance on behalf of an
Indemnitee against any liability asserted against him or her or incurred by or
on behalf of him or her whether or not the Corporation would have the power to
indemnify him or her against such liability under the provisions of this Article
VII or under the Texas Business Corporation Act or other applicable law of the
State of Texas, as then in effect. The purchase and maintenance of such
insurance shall not in any way limit or affect the rights and obligations of the
Corporation or an Indemnitee under this Article VII and the adoption of this
Article VII by the Corporation shall not in any way limit or affect the rights
and obligations of the Corporation or of the other party or parties thereto
under any such policy or agreement of insurance.

         (B) If the Indemnitee shall receive payment from any insurance carrier
or from the plaintiff in any action against the Indemnitee in respect of
indemnified amounts after payments on account of all or part of such indemnified
amounts have been made by the Corporation pursuant to this Article VII, the
Indemnitee shall promptly reimburse the Corporation for the amount, if any, by
which the sum of such payment by such insurance carrier or such plaintiff and
payments by the Corporation to the Indemnitee exceeds such indemnified amounts;
provided, however, that such portions, if any, of such insurance proceeds that
are required to be reimbursed to the insurance carrier under the terms of its
insurance policy, such as deductible or coinsurance payments, shall not be
deemed to be payments to the Indemnitee hereunder. In addition, upon payment of
indemnified amounts under this Article VII, the Corporation shall be subrogated
to the Indemnitee's rights against any insurance carrier in respect of such
indemnified amounts and the Indemnitee shall execute and deliver any and all
instruments and documents and perform any and all other acts and deeds that the
Corporation deems reasonably necessary or advisable to secure such rights.

         7. Witness Expenses. Upon an Indemnitee's written request, the
Corporation shall pay (in advance or otherwise) or reimburse any and all
expenses reasonably incurred by the Indemnitee in connection with his or her
appearance as a witness in any proceeding at a time when he has not been
formally named a defendant or respondent to such a proceeding.

         8. Contribution. If the indemnity provided for in this Article VII is
unavailable to an Indemnitee for any reason whatsoever, the Corporation, in lieu
of indemnifying the Indemnitee, shall contribute to the amount reasonably
incurred by or on behalf of the Indemnitee, whether for judgments, fines,
penalties, amounts incurred in settlement, or for expenses in connection with
any proceeding, no matter by whom brought, in such proportion as deemed fair and
reasonable, by the person or persons entitled to make the determination as to
whether the Indemnitee has met the requisite standard of conduct under the Texas
Business Corporation Act or other applicable law of the State of Texas, or by
the court before which such proceeding was brought, taking into account all of
the circumstances of such proceeding, in order to reflect (i) the relative
benefits received by the Corporation and the Indemnitee as a result of the event
or transaction giving cause to such proceeding; and (ii) the relative fault of
the Corporation (and its other directors, officers, employees, and agents) and
the Indemnitee in connection with such event or transaction.

         9. Severability. If any provision of this Article VII shall be deemed
invalid or inoperative, or if a court of competent jurisdiction determines that
any of the provisions of this Article VII contravenes public policy, this
Article VII shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
that are invalid and inoperative or contravene public policy shall be deemed,
without further action or deed on the part of any person, to be modified,
amended, or limited, but only to the extent necessary to render the same valid
and enforceable, and the Corporation shall indemnify the Indemnitee as to
expenses, judgments, fines, and amounts incurred in settlement with respect to
any proceeding, no matter by whom brought, to the full extent permitted by any
applicable provision of this Article VII that shall not have been invalidated
and to the full extent otherwise permitted.



                                  -Exhibit 4.1-
                                       B-3