THIS AGREEMENT made as of the 1st day of March 1995.


BETWEEN:

	GANDALF TECHNOLOGIES INC., a corporation duly 
	incorporated under the laws of Ontario having 
	its head office at the City of Nepean, in the 
	Province of Ontario
	(the "Employer")


			AND


	THOMAS A. VASSILIADES, of the City of Malvern, 
	Pennsylvania
	(the "Executive")


WHEREAS:

1. 	The Employer is engaged in the development, manufacture 
	and distribution of network infrastructure equipment
	and services.

2. 	The Employer and the Executive have agreed to enter 
	into an employment relationship for their mutual 
	benefit; 


THIS AGREEMENT witnesses that the parties have agreed that 
the terms and conditions of the relationship shall be as 
follows:

1.  	Duties

The Employer appoints the Executive to undertake the duties 
and exercise the powers as President and Chief Executive 
Officer of the Employer as may be requested of the Executive 
by the Board of Directors of the Employer and in the other 
offices to which he may be appointed by the subsidiary 
companies of the Employer provided always that such other 
offices shall be in an officer capacity consistent with the 
Executive's position as Chief Executive Officer of the 
Employer.  The Executive accepts the office, on the terms 
and conditions set forth in this agreement.  The parties 
further agree that effective May 1, 1995, the Executive will 
be appointed to the additional office of Chairman of the 
Board.  



2.  	Term

The appointment shall commence with effect from May 1, 1995 
and shall continue for twenty-four months.

3.  	Compensation

(1)	The salary of the Executive for his services shall be 
at annual the rate of U.S. $200,000 which shall be paid 
in equal installments at the same intervals as other 
officers of the Employer are paid.  The salary may be 
increased at the discretion of the Employer.

(2)	In addition to the fixed remuneration, the Executive 
may receive from the Employer a bonus payment equal to 
50% of the fixed remuneration for his services for each 
year during the period of his employment.  Payment of 
such bonus shall be based on the performance criteria 
agreed to by the Executive and the Employer.

4.  	Benefits

(1) 	Automobile.  The Executive shall be provided with use 
of a luxury class Employer owned or leased automobile 
to be selected by the Executive.

(2) 	Expenses.  It is understood and agreed that the 
Executive will incur expenses in connection with his 
duties under this agreement. The Employer will 
reimburse the Executive for any expenses provided that 
the Executive provides to the Employer an itemized 
written account and receipts acceptable to the Employer 
within thirty days after they have been incurred.  
Allowable expenses shall include reasonable costs for 
furnished accommodation in Ottawa (consistent with his 
current living arrangements), weekly round-trip air 
travel (including ground transportation) to 
Philadelphia, and financial counselling in connection 
with this agreement.  To the extent that such 
reimbursement results in a taxable benefit to the 
Executive, the Employer will gross up payments in 
amounts sufficient to pay the incremental taxes.

(3) 	Benefit Plans.  The Executive shall participate in all 
benefit plans which the Employer provides to its 
employees. 

(4) 	Club Fees.  Recognizing the extra requirement for 
customer entertainment by the Executive, the Employer 
will provide for initiation and annual dues payments 
for one health or luncheon club.

(5)	The Employer shall reimburse the Executive for any 
Canadian income taxes payable on his income from the 
Employer that are in excess of actual U.S. Federal 
income taxes on such income excluding income taxes 
relating to gains realized by the Executive before, 
during or after the term of this agreement that relate 

	to the options to purchase its Shares granted by the 
Employer to the Executive.

(6)	The Employer shall on the 6th day of April, 1995 grant 
the Executive options, under the Employer's Stock 
Option Plan for Executives and Directors, to purchase 
800,000  Common Shares in the capital stock of the 
Employer.  The said options shall each vest in twelve 
equal consecutive monthly installments commencing on 
the date of grant.  Notwithstanding anything herein 
contained to the contrary, if the Executive voluntarily 
resigns his employment or is dismissed for cause prior 
to the expiration of this agreement the following shall 
apply:

(a)	If the executive has been employed for more than 
eighteen months but less than twenty-four months, 
he will forfeit 200,000 unexercised options or pay 
the corporation an amount equal to the gain, if 
any, realized by the Executive from the sale of 
Shares acquired by the exercise of such options;

(b)	If the Executive has been employed for less than 
eighteen months, he will forfeit 300,000 
unexercised options or pay the corporation an 
amount equal to the gain, if any, realized by the 
Executive from the sale of Shares acquired by the 
exercise of such options.

Any amount payable to the Corporation by the executive 
pursuant to this clause shall be paid within 60 days of 
the Termination of the executives employment.

5.  	Authority

(1) 	The Executive shall have, subject always to the general 
or specific instructions and directions of the Board of 
Directors of the Employer, full power and authority to 
manage and direct the business and affairs of the 
Employer (except only the matters and duties as by law 
must be transacted or performed by the Board of 
Directors or by the shareholders of the Employer in 
general meeting), including power and authority to 
enter into contracts, engagements or commitments of 
every nature or kind in the name of and on behalf of 
the Employer and to engage and employ and to dismiss 
all managers and other employees and agents of the 
Employer. 

(2) 	The Executive shall conform to all lawful instructions 
and directions given to him by the Board of Directors 
of the Employer, and obey and carry out the by-laws of 
the Employer. 



6.  	Service

(1) 	The Executive, throughout the term of his appointment, 
shall devote his full time and attention to the 
business and affairs of the Employer and its 
subsidiaries and shall not, without the consent in 
writing of the Board of Directors of the Employer 
undertake any other business or occupation or become a 
director, officer, employee or agent of any other 
company, firm or individual.  For greater certainty 
this paragraph is not meant to preclude the Executive 
from pursuing any other non-conflicting and non-
competing business activities which are primarily 
passive in nature or from serving on other boards of 
directors so long as such directorships are disclosed 
fully to the Employer's Board of Directors.

(2) 	The Executive shall well and faithfully serve the 
Employer and its subsidiaries and use his best efforts 
to promote the interests thereof and shall not disclose 
the private affairs or trade secrets of the Employer 
and its subsidiaries to any person other than the 
Directors and other employees of the Employer or for 
any purposes other than those of the Employer any 
information he may acquire in relation to the 
Employer's business. 

7.  	Non-competition

(1) 	The Executive further agrees that, during employment 
pursuant to this agreement and for a period of six 
months following termination of employment, however 
caused, he will not hire or take away or cause to be 
hired or taken away any employee of the Employer or, 
following termination of the Executive's employment, 
any employee who was in the employ of the Employer 
during the six months preceding termination. 

8. 	 Confidential Information

(1) 	The Executive acknowledges that as the Chief Executive 
Officer and in any other position as the Executive may 
hold, the Executive will acquire information about 
certain matters and things which are confidential to 
the Employer, and which information is the exclusive 
property of the Employer, including: 

(a) 	product design and manufacturing information;

(b) 	names and addresses, buying habits and preferences 
of present customers of the Employer, as well as 
prospective customers;

(c) 	pricing and sales policies, techniques and 
concepts; and

(d) 	other confidential information of a proprietary 
nature concerning the business operations or 
financing of the Employer. 


(2) 	The Executive acknowledges the information as referred 
to in paragraph 8(1) could be used to the detriment of 
the Employer.  Accordingly, the Executive undertakes 
not to disclose same to any third party either during 
the term of his employment except as may be necessary 
in the proper discharge of his employment under this 
agreement, or after the term of his employment, however 
caused, except with the written permission of an 
officer of the Employer.

(3) 	The Executive acknowledges and agrees that without 
prejudice to any other rights of the Employer, in the 
event of his violation or attempted violation of any of 
the covenants contained in paragraphs 7 and 8 of this 
agreement, an injunction or any other like remedy shall 
be the only effective remedy to protect the Employer's 
rights and property as set out in paragraphs 7 and 8, 
and that an interim injunction may be granted 
immediately on the commencement of any suit. 

(4) 	The Executive understands and agrees that the Employer 
has a material interest in preserving the relationship 
it has developed with its customers against impairment 
by competitive activities of a former employee. 
Accordingly, the Executive agrees that the restrictions 
and covenants contained in paragraph 7 and those 
contained in paragraph 8 of this agreement and the 
Executive's agreement to it by his execution of this 
agreement, are of the essence to this agreement and 
constitute a material inducement to the Employer to 
enter into this agreement and to employ the Executive, 
and that the Employer would not enter into this 
agreement absent such inducement. Furthermore, a claim 
or cause of action by the Executive against the 
Employer whether predicated on this agreement or 
otherwise, shall not constitute a defence to the 
enforcement by the Employer of the covenants or 
restrictions provided, however, that if any provision 
shall be held to be illegal, invalid or unenforceable 
in any jurisdiction, the decision shall not affect any 
other covenant or provision of this agreement or the 
application of any other covenant or provision.

9.  	Vacation

The Executive shall be entitled during each year to five 
weeks' paid vacation.  Upon termination of his employment, 
the Executive shall be paid for any unused vacation days 
based on his annual salary.  U.S. statutory holidays may be 
substituted for Canadian statutory holidays should the 
Executive wish to do so.

10. 	Termination of Employment

(I) 	The parties understand and agree that this agreement 
may be terminated in the following manner in the 
specified circumstances:

(a) 	By the Employer, in its absolute discretion, 
without any notice or pay in lieu thereof, for 
cause. For the purposes of this agreement, cause 
includes the following:

(i) 	any willful material breach of the provisions 
of this agreement;

(ii) any conduct of the Executive which in the 
reasonable opinion of the Employer may bring 
himself or the Employer into disrepute;

(iii) the commission of an act of bankruptcy by 
the Executive;

(iv) conviction of the Executive of a criminal 
offence;

(v) 	any mental or physical disability or illness 
which results in the Executive being unable 
to substantially perform his duties for a 
continuous period of 150 days or for periods 
aggregating 180 days, in any period of 365 
days.

	Failure by the Employer to rely on the provision 
of this paragraph in any given instance or 
instances, shall not constitute a precedent or be 
deemed a waiver.

(b) 	By the Employer in its absolute discretion and for 
any reason.  Provided that if the employment of 
the Executive is terminated without cause prior to 
April 1, 1997, the Employer will pay the 
Executive, as termination pay, the sum of U.S. 
$300,000 in two equal instalments of $150,000 on 
the date of termination and on the 1st anniversary 
date of termination.  Provided further that the 
Employer shall give the Executive 90 days written 
notice if termination is for any reason other than 
for cause although the Employer may excuse the 
Executive from his duties during the 90 day 
period.

(c)	By the Executive upon giving the Employer 90 days 
notice in writing and subject to all applicable 
provisions of this agreement.

(2) 	The parties understand and agree that the giving of 
notice or the payment of pay in lieu of notice by the 
Employer to the Executive on termination of the 
Executive's employment shall not prevent the Employer 
from alleging cause for the termination.

(3) 	On termination of employment the Executive shall 
immediately resign all offices held (including 
directorships) in the company and save as provided in 
this agreement, the Executive shall not be entitled to 
receive any severance payment or compensation for loss 
of office or otherwise by reason of the resignation. If 
the Executive fails to resign as mentioned the Employer 
is irrevocably authorized to appoint some person in his 

	name and on his behalf to sign any documents or do any 
things necessary or requisite to give effect to it.  

11. 	Death of Executive

Notwithstanding anything to the contrary in this agreement, 
in the event of the death of the Executive during the term 
hereof, the salary of the Executive shall continue to be 
paid to his estate for a period of 6 months from the date of 
death and the spouse of the Executive shall continue during 
such period to receive such of the benefits referred to in 
Section 4 of this agreement as are applicable.

12.	Employer's Property

The Executive acknowledges that all items of any and every 
nature or kind created or used by the Executive pursuant to 
the Executive's employment under this agreement, or 
furnished by the Employer to the Executive, and all 
equipment, automobiles, credit cards, books, records, 
reports, files, manuals, literature, confidential 
information or other materials shall remain and be 
considered the exclusive property of the Employer at all 
times and shall be surrendered to the Employer, in good 
condition, promptly on the termination of the Executive's 
employment irrespective of the time, manner or cause of the 
termination.

13. 	Assignment of Rights

The rights which accrue to the Employer under this agreement 
shall pass to its successors or assigns resulting from an 
amalgamation, merger or other reorganization to which the 
Employer is a party or resulting from the transfer of a 
substantial portion of the Employer's assets or undertaking 
to another legal entity. The rights of the Executive under 
this agreement are not assignable or transferable in any 
manner.

14. 	Notices

(1) 	Any notice required or permitted to be given to the 
Executive shall be sufficiently given if delivered to 
the Executive personally or if mailed by registered 
mail to the Executive's address last known to the 
Employer.

(2) 	Any notice required or permitted to be given to the 
Employer shall be sufficiently given if mailed by 
registered mail to the Employer's Head Office at its 
address last known to the Executive.

15. 	Severability

In the event that any provision or part of this agreement 
shall be deemed void or invalid by a court of competent 
jurisdiction, the remaining provisions or parts shall be and 
remain in full force and effect.

16. 	Entire Agreement

This contract constitutes the entire agreement between the 
parties with respect to the employment and appointment of 
the Executive by the Employer subsequent to May 1, 1995 and 
any and all previous agreements, written or oral, express or 
implied, between the parties or on their behalf, relating to 
employment and appointment of the Executive by the Employer 
for such period are terminated and cancelled and each of the 
parties releases and forever discharges the other of and 
from all manner of actions, causes of action, claims and 
demands whatsoever, under or in respect of any such previous 
agreement.  For greater certainty the parties acknowledge 
that nothing herein is intended to affect the terms of the 
Executive's appointment by the Employer prior to May 1, 
1995.

17. 	Modification of Agreement

Any modification to this agreement must be in writing and 
signed by the parties or it shall have no effect and shall 
be void.

18. 	Headings

The headings used in this agreement are for convenience only 
and are not to be construed in any way as additions to or 
limitations of the covenants and agreements contained in it.




19. 	Governing law

This agreement shall be construed in accordance with the 
laws of the Province of Ontario.

IN WITNESS WHEREOF this agreement has been executed by the 
parties to it, the day, month and year first written above. 

SIGNED, SEALED AND DELIVERED	)
in the presence of:			)	GANDALF TECHNOLOGIES INC.
						)
						)	Per: S/CHARLES GARDNER
						)
						)
						)	Per: S/ROBERT KEITH
						)
						)
						)
						)	
						)	S/Thomas A. Vassiliades