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                                                                    EXHIBIT 10.5

                   SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT

         THIS SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT ("Agreement") is
entered, effective as of June 18, 1998, by and between INTELISPAN VENTURES,
INC., an Arizona corporation ("IVI"), and CYCLONE SOFTWARE CORPORATION, an
Arizona corporation ("CSC"). IVI and CSC are at times individually referred to
as "Party" or collectively as "Parties." All capitalized words constitute
defined terms listed in Section I of this Agreement.

                                    RECITALS

         A. CSC is the owner of certain software providing among other features,
interconnectivity and data exchange capabilities, and as further defined as
"Software" below.

         B. IVI is maintaining a computer communications network as further
defined as "Network" below and is or may be providing certain Services (as
defined below).

         C. The Parties wish to enter into an agreement whereby IVI would
receive the following non-exclusive licenses regarding the Software:

                  1. SERVICE LICENSE. To use the Software resident on the
Network and third party networks in connection with "Services" as defined below.

                  2. INTERNAL DISTRIBUTION LICENSE. To sublicense and distribute
the Software to IVI's "Customers" as defined below for Customers' use on the
Network.

                  3. EXTERNAL DISTRIBUTION LICENSE. To sublicense and distribute
the Software to Customers for use on TCP/IP networks other than the Network.

                                    COVENANTS

         In consideration of the foregoing Recitals and the mutual promises,
terms, and conditions contained in this Agreement, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Parties
hereby agree as follows:

1.       DEFINITIONS.

         1.1 AFFILIATE. "Affiliate" shall mean any corporation or business
entity controlled by, controlling, or under common control with a named person
or entity.

         1.2 CYCLONE INTERCHANGE. "Cyclone Interchange" shall mean CSC's
commercial computer software product known as Cyclone Interchange, licensed to
operate with Cyclone Interchange Solo or other compatible third party software
products.

         1.3 CUSTOMERS. "Customers" means end-users of Cyclone Interchange
sublicensed under this Agreement.
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         1.4 CYCLONE INTERCHANGE SOL. "Cyclone Interchange Solo" shall mean
Cyclone Interchange configured and licensed to provide connectivity and data
exchange with one Cyclone Interchange customer.

         1.5 DOCUMENTATION. "Documentation" means the manuals, guides, online
help, readme files, training materials, tutorials, job aids, quick references,
and other technical documentation, provided in any media, which CSC generally
makes available for use with a particular Software product

         1.6 EFFECTIVE DATE. The "Effective Date" is June 18, 1998.

         1.7 EXECUTABLE CODE. "Executable Code" means a form of computer program
or portion thereof which can be executed by a computer without further
modification. Examples include binary code and code which can be directly
executed by an interpreter.

         1.8 EXTERNAL DISTRIBUTION LICENSE. "External Distribution License" has
the meaning defined in Section 3.3.

         1.9 FIRST LEVEL SUPPORT. "First Level Support" means the following
steps: Call acceptance and contact with the customer until resolution. Gather
problem information and determine the level of the problem. Search knowledge
base and deliver known solutions to customer. Dispatch IVI support personnel as
appropriate. Escalate to Second Level Support as required.

         1.10 INTERNAL DISTRIBUTION LICENSE. "Internal Distribution License" has
the meaning defined in Section 3.2.

         1.11 IMPROVEMENTS. "Improvements" means all corrections, updates,
upgrades and all new releases of the Software which CSC may generally make
available to end-users of the Software at any time after the date of delivery as
specified in Section 5.1 who have executed maintenance agreements with CSC.

         1.12 MAINTENANCE. "Maintenance" shall have the meaning set forth in
Section 6.6.

         1.13 LICENSE. "License" means the license of the Software set forth in
Section 3 below.


         1.14 NETWORK. The "Network" shall be IVI's permitted use of the
Worldcom Advanced Network's Virtual Private Network.

         1.15 PERMITTED TRADING PARTNERS. "Permitted Trading Partners" shall
mean the maximum number of Solo Customer Profiles, as defined in the
Documentation, permitted for use under this Agreement.

         1.16 SECOND LEVEL SUPPORT. "Second Level Support" means the following
steps:

Respond to First Level Support escalations with a higher level of expertise in a
specific technology area. Develop and gain customer agreement for problem
isolation, solution creation and solution implementation plan. Provide an
existing fix, work-around solution, or if not available, escalate to CSC for
assistance.



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         1.17 SERVICE LICENSE. "Service License" has the meaning defined in
Section 3. 1.

         1.18 SERVICES. The "Services" are the following services of IVI: (a)
Validate, which is individual background information or investigation reports;
(b) Medical Data Mining; (c) Computer Code Correction, which is the provision of
-fixes for problems such as those related to the year 2000, Dow 10,000 and
Eurocurrency. The Services may include additional services as mutually agreed by
the Parties.

         1.19 SOFTWARE. "Software" means Cyclone Interchange and Cyclone
Interchange Solo and any accompanying Documentation, including any corrections,
updates, upgrades and enhancements ("Updates") thereto made available by CSC to
IVI pursuant to the terms of this Agreement.

         1.20 SOLO CUSTOMER. "Solo Customer" shall mean a Customer licensed to
use Cyclone Interchange Solo in accordance with the terms of this Agreement.

         1.21 SOURCE CODE. "Source Code" means a form of computer program or
portion thereof written in a programming language employed by computer
programmers which must be translated into the language of a machine before it
can be executed.

         1.22 SUBDISTRIBUTOR. "Subdistributor" means any person or organization
authorized by Licensee to sublicense any Software licensed in this Agreement.

         1.23 TERM. "Term" shall have the meaning defined in Section 2.

         1.24 THIRD LEVEL SUPPORT. "Third Level Support" means help, support,
and assistance pertaining to the technical aspects of the Software necessary to
the extent that IVI has exhausted First Level Support and Second Level Support
to resolve a problem.

2.       TERM. The Term of this Agreement shall be five (5) years from the
Effective Date and shall automatically renew for consecutive one (1) year terms
unless either party provides written notice of non-renewal at least one hundred
eighty (180) days before the end of the original five-year term or any one-year
extension term.

3.       SOFTWARE LICENSES. CSC hereby grants to IVI the following nonexclusive,
nontransferable, and worldwide licenses as follows:

         3.1 SERVICE LICENSE. IVI shall have a Service License to (a) use one
(1) copy (or more, if reasonably approved by CSC) of Cyclone Interchange located
at 8220 East Gelding Drive, Scottsdale Arizona 85260 (or such other location as
notified in advance to CSC) (the "IVI Operations Center") for the sole purpose
of marketing and promoting the Services on the Network, and (b) copy and
distribute any number of Cyclone Interchange Solo to Solo Customers for use on
or off the Network, in connection with IVI's offering of the Services.

3.2 INTERNAL DISTRIBUTION LICENSE. IVI shall have an Internal Distribution
License to market, promote, sublicense and distribute Software to Customers only
for Customers' use on the Network.


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         3.3 EXTERNAL DISTRIBUTION LICENSE. IVI shall have an External
Distribution License to market, promote, sublicense and distribute the Software
to other customers for general use within or without the Network.

4.       CONDITIONS COMMON TO ALL LICENSES.

         4.1 IVI TRADEMARK USE. The Parties agree that IVI may market, promote,
use, sublicense, and distribute the Software under its own trademarks and/or
trade names, and with its own appropriate proprietary notices.

         4.2 DISPLAY OF CSC TRADEMARKS. IVI shall not delete or remove any of
CSC's trademarks or proprietary notices from the Software, but shall have the
right to reasonably move or adjust marks for product packaging or co-branding
purposes. Further, IVI shall prominently display "Cyclone Powered" or an
equivalent thereof on all product sheets, splash screens and other locations
that include other IVI marks related to the Software.

         4.3 RSA LICENSES. IVI agrees to license any RSA Data Security, Inc.
("RSA") software modules required for the Software directly from RSA, and IVI
shall be responsible for an fees or royalties requested by RSA in connection
with any Software licensed to or by IVI.

         4.4 SUBLICENSES. IVI and its Subdistributors shall license the Software
licensed pursuant to Section 3 pursuant to sublicense agreements substantially
in the form attached as Exhibit B, which protect CSC's rights, and limit CSC's
liability consistently with the terms of this Agreement, as well as other terms
and conditions as may be agreed to by CSC and IVI from time to time.

         4.5 CODE DISTRIBUTION. IVI may distribute the Software in Executable
Code only.

         4.6 LIMITATION ON IVI'S USE. As between IVI and CSC, CSC holds all
right, title, and interest in and to all copyrights, trade secrets, and other
proprietary rights in the Software, including any modifications or derivations
of the Software, including those developed by or for IVI. Notwithstanding the
foregoing, IVI shall have the right to develop separate software modules using
APIs provided by CSC which IVI shall own to the extent such modules do not
contain proprietary intellectual property of CSC. IVI shall not sell or
otherwise transfer the Software except as provided in Section 3.

         4.7 SUBDISTRIBUTORS. IVI may appoint Subdistributors at its sole
discretion. In all cases, however, IVI shall require, by written contract, that
each of its Subdistributors comply with IVI's obligations hereunder as if such
Subdistributor stood in the position of IVI hereunder, except that IVI shall be
solely responsible for making all payments to CSC hereunder. IVI shall promptly
notify CSC of the appointment of all Subdistributors, and shall be responsible
for all acts of such Subdistributors.

         Each agreement with a Subdistributor shall provide that CSC is an
intended third party beneficiary with the right to enforce such agreement
against the Subdistributor. CSC shall have the right to cause IVI to audit
Subdistributors and provide relevant information from such audits with CSC.


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         4.8 COPIES OF SOFTWARE. IVI may create duplicate and backup copies of
the Software for IVI's and Customers' use within the parameters of the Internal
and External Service License. All versions of Software to be distributed under
the Internal and External Distribution Licenses shall. be provided by CSC to IVI
for copying and redistribution by IVI. The Software and all related materials,
including any original or complete or partial copies thereof, are and remain the
property of CSC, whether or not the copies are made by IVI, and irrespective of
the ownership of the -media on which the software or related materials. are
contained.

         4.9 DEMONSTRATION COPIES OF CYCLONE INTERCHANGE. IVI shall have the
right to license up to five (5) customers at any time, demonstration copies of
Cyclone Interchange for use on the Network for a ninety (90) day trial period.
If a customer does not return a demonstration copy within such ninety (90) day
period, the appropriate fee under Section 7.2 below shall be immediately due to
CSC.

         4.10 PAPAGO PRODUCT. CSC may, at its discretion complete development of
its Papago Product. In the event that CSC completes its Papago Product, such
product shall be included as "Software" under this Agreement, provided that the
only additional payment due for the Papago Product shall be the payments due for
individual Papago Product licenses for use in accordance with Section 7.2 and
7.3 below.

5.       DELIVERY. IVI hereby acknowledges that CSC has made delivery of one (1)
copy of the Software on or before June __, 1998, and IVI has accepted the
Software.

6.       SUPPORT.

         6.1 CSC END-USER SUPPORT OBLIGATIONS. CSC will. provide Maintenance to
IVI and, as requested by IVI, Third Level Support, throughout the term of this
Agreement and the additional term of any Customer license hereunder, provided
CSC is receiving payment pursuant to Section 6.5 below.

         6.2 CSC TRAINING AND SUPPORT. Upon request by IVI and as mutually
agreed by the parties, including any financial compensation, if any, CSC will
provide the training and support services to IVI and to its Customers throughout
the term of this Agreement.

         6.3 IVI CUSTOMER SUPPORT OBLIGATIONS. Throughout the term of this
Agreement and the additional term of any Customer license hereunder, IVI will
provide First and Second Level Support to its Customers.

         6.4 ADDITIONAL CSC SUPPORT. CSC consulting and support services for
IVI, or Customers in addition to those described in Sections 6.1 and 6.2 above
("Additional Support") may be requested by IVI at any time, whereupon CSC may
provide a cost estimate and proposed timetable. Any such Additional Support
shall only be provided pursuant to a written amendment to this Agreement, and/or
a written agreement between IVI and CSC.

         6.5 REIMBURSEMENT OF EXPENSES. CSC shall furnish Maintenance and Third
Level Support for the Software to IVI for a period of one (1) year from the
Effective Date without any charge or fee. Thereafter, IVI shall pay CSC as
follows:


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             (a) $40,000.00 per year within thirty (30) days after the start of
each year for Maintenance of IVI's copy of Cyclone Interchange used to provide
Services.

             (b) An amount equal to ten percent (10%) of all fees payable to CSC
during the first year of this Agreement pursuant to Sections 7.2 and 7.3 for
Maintenance of Customer licenses granted during the first year of this
Agreement. This amount would be paid during the first month of the second year
of this Agreement. This payment is for the second year of support of such
licenses.

             (c) An amount equal to ten percent (10%) of all fees payable to CSC
during each month of this Agreement pursuant to Sections 7.2 and 7.3. These
amounts would be payable monthly. This is for the first year of support of
licenses granted.

             (d) An amount equal to ten percent (10%) of all fees paid for a
license pursuant to Sections 7.2 and 7.3, upon each anniversary of each such
license These amounts would be payable monthly. This payment shall not be made
for the second year of support for licenses granted in the first year of this
Agreement.

For all other expenses incurred by CSC in providing the training and support
services described in this Article 6, CSC shall be reimbursed as specifically
agreed by CSC and IVI in writing.

         6.6 MAINTENANCE. CSC will maintain the Software in an operable
condition in accordance with the specifications contained in the Documentation
supplied with the Software during the term of this Agreement. CSC shall also
provide IVI without charge such corrections and improvements as CSC may make
generally available to its Software licensees as part of standard maintenance
service. All such services shall be referred to as "Maintenance" and shall be
provided according to CSC's then-current Maintenance Policy.

7.       LICENSE PAYMENTS. In consideration for the rights and Licenses granted
in this Agreement, and subject to the conditions set forth in this Agreement,
IVI shall pay the following license fees:

         7.1 SERVICE LICENSE. For the Service License the Software will be
priced at a one-time payment of $400,000 payable upon invoice by CSC. The
license fees stated in this Section 7.1 include all fees for an unlimited number
of Cyclone Interchange Solo licenses for Customers on the Network.

         7.2 INTERNAL DISTRIBUTION LICENSE. For purposes of the Internal
Distribution License, the license fee for the Software payable to CSC will be
$25,000.00 for each Customer sublicense of Cyclone Interchange to be installed
at a Customer facility, and $10,000 for each Customer sublicense to be installed
at the IVI Operations Center. These sublicenses shall be reassignable by IVI
from time to time pursuant to contracts with Customers. The license fees stated
in this Section 7.2 include all fees for an unlimited number of Cyclone
Interchange Solo licenses for Customers on the Network. Payment to CSC shall be
made within ninety (90) days of the delivery of the Software to the Customer or
receipt of the Customer's payment therefor, whichever is sooner.


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         7.3 EXTERNAL DISTRIBUTION LICENSE. For purposes of the External
Distribution License, the license fee payable by IVI to CSC shall be at a
discount of fifty percent (50%) off CSC's regular retail price list for sales
inside of the territory and possessions of Canada, the U.S.A, and Mexico, and at
a discount of sixty percent (60%) off CSC's regular retail price list for sales
outside of the territory and possessions of Canada, the U.S.A, and Mexico.
Payment to CSC shall be made within ninety (90) days of the delivery of the
Software or receipt of the Customer's payment therefor, whichever is sooner. CSC
shall provide IVI with any modifications of its retail Price list at least
thirty (30) days before such modifications become effective.

         7.4 CUSTOMER IDENTIFICATION. Each payment shall be accompanied by a
report setting, forth the amount of fees paid, how such fees have been
calculated and the identities of customers upon which reported fees are based,
date of delivery and date of payment, if received. Further, IVI and its
Subdistributors agree to make and to maintain until the expiration of two (2)
years after the last payment under this Agreement is due, complete books,
records and accounts to verify IVI's copies of the Software and the payments due
CSC hereunder. CSC shall have the right to examine such books, records and
accounts during IVI's normal business hours to verify IVI's reports on the
amount of payments made to CSC under this Agreement. If any such examination
discloses a shortfall in payment to CSC of more than five percent (5%) for any
month, IVI agrees to pay or reimburse CSC for that auditing expense upon written
request by CSC.

8.       OWNERSHIP; CONFIDENTIALITY.

         8.1 CSC OWNERSHIP RIGHTS. Except for the licenses granted hereunder,
all rights, title and interests, including, without limitation, intellectual
property rights, in and to the Software are retained by CSC. IVI shall execute
all such documents that may be required to vest in CSC, or otherwise confirm,
such ownership rights.

         8.2 NO DECOMPILATION. IVI shall not attempt to obtain or permit others
to obtain the Source Code of any Software supplied to IVI in compiled form
through decompilation, disassembly or other means.

         8.3 IVI OWNERSHIP RIGHTS. Except as other-wise set forth herein, all
rights, title and interests, including, without limitation, all intellectual
property rights in and to the IVI Services and Network, are retained by IVI. CSC
shall execute all such documents that may be required to vest in IVI, or
otherwise confirm, such ownership rights.

         8.4 CONFIDENTIALITY.

             (a) SECRECY DUTIES. Any non-public information or documentation
provided by the Parties or their representatives, agents, and employees to each
other in the context of this Agreement ("Information") shall be kept strictly
confidential. The Parties each agree that the amount of license or other fees
payable hereunder, and the payment terms, shall be deemed Information of the
other for purposes of this Section 8.4. Access to such Information shall be
restricted to the Parties' representatives and agents as is reasonably required
for purposes of effecting the purposes of this Agreement ("Authorized
Representatives"). IVI and CSC shall inform such Authorized Representatives of
their limitations, duties and obligations hereunder. Each of the Parties shall
be liable for any breach of this Agreement by, their respective employ-


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ees or agents. The Parties and their Authorized Representatives shall safeguard
the Information against unauthorized disclosure, use, appropriation, or access
by others, shall not disclose or permit access to Information to others without
the express written permission of the Party to which the Information pertains,
and shall not use, not allow the use of, or disclose or allow Information for
any purpose unrelated to the consummation of the transactions contemplated by
this Agreement. If this Agreement is terminated or expires, all Information
except as required for the maintenance of continuing Customer obligations, shall
be immediately returned to the respective Party. Notwithstanding the foregoing,
each Party shall have the right to disclose the existence and nature of this
Agreement to third parties. Further, within ten (10) days after the Effective
Date, the Parties will issue as mutually agreed press release regarding this
Agreement.

             (b) EXCEPTION TO SECRECY DUTIES. A Party shall not be bound to its
above-stated secrecy duties as to such Information or part thereof, (a) which
such Party can demonstrate was known to it before disclosure by the other Party
or its Agents; (b) which is now, or becomes in the future, public knowledge
other than through acts or omissions of such Party or its representatives or
agents gents; or (c) which is lawfully obtained by a Party from sources
independent of the other Party.

             (c) REMEDIES. The Parties understand that dissemination of the
Information would be detrimental to the other, and that the Information is the
exclusive property of the other. The confidentiality clauses contained in this
Section 8.4 are reasonable and necessary to protect the legitimate interests of
the Parties and any violation thereof will result in an irreparable injury to
the other Party. The Parties agree that in the event of any violation of this
Section by one Party, the other shall be entitled to injunctive relief and
damages, which remedies shall be cumulative and in addition to any other rights
or remedies to which such other shall be entitled. The Parties declare that it
is impossible to measure in money the damages that will accrue if a Party should
fail to perform any of the obligations contained in this Section. Therefore, the
terms and provisions of this Section may be specifically enforced in equity. The
Parties waive the claim or defense that the remedy at law is adequate for a
breach of the terms and provisions of this Section.

9.       IVI SERVICES. IVI shall provide CSC with favorable wholesale pricing
for CSC's use of IVI Services and Network and CSC may private brand the IVI
Services, all as to be further negotiated and determined by the Parties.

10.      TERMINATION; EXPIRATION.

         10.1 BREACH OF CONTRACT. The license granted in this Agreement may be
terminated by the nondefaulting Party if either Party fails to substantially
comply with the terms and conditions of this Agreement for more than thirty (30)
days after receipt of notice to it from the nondefaulting Party specifically
setting forth the nature of such failure or default, unless such failure or
default could not be reasonably cured within thirty (30) days and the defaulting
Party has made a reasonable attempt within such 30 days to commence to cure the
noticed default. If any payment is not made within thirty (30) days of the due
date thereof, such payment shall bear interest at the rate of one and one-half
percent (1.5%) per month, or the highest legal rate, whichever is less,
commencing as of the due date, until fully paid. Failure to make any payment
within thirty (30) days of the due date thereof shall constitute a material
breach of this Agreement. Notwithstand-


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ing the foregoing, either Party may terminate this Agreement immediately in the
event of a breach by the other party of its obligations under Section 8 or 11,
and IVI may immediately terminate this Agreement upon CSC's breach of a warranty
in Section 12 or upon any interruption of IVI's License rights under this
Agreement due to an infringement claim.

         10.2 CONTINUING CONTRACTUAL OBLIGATIONS. If the license granted by this
Agreement is terminated by IVI for CSC's breach, or expires, CSC will permit IVI
to complete performance of any existing contracts IVI has with its Customers
involving the Software or any part thereof for a period not to exceed one (1)
year following the effective date of the termination or expiration of this
Agreement provided no new business will be solicited under any such existing
contract, provided this shall not preclude the issuance of Cyclone Solo licenses
as provided under this Agreement. In such event, the right of IVI to so complete
performance of any existing contracts IVI has with its customers will be
expressly conditioned upon the continued compliance by IVI with all terms and
conditions of this Agreement.

         10.3 IVI OBLIGATIONS ON TERMINATION. Except as necessary for continuing
the obligations referenced in Section 10.2, upon termination or expiration of
this Agreement, IVI shall destroy all Documentation and all copies of any
Software, or portions thereof, in its possession or control. Termination shall
not affect the rights of any Customers of the Software sublicensed under the
External Distribution License to continue to use such programs; however, IVI
shall not furnish further copies of the Software to any person after termination
under such License. Upon termination or expiration, IVI shall immediately pay to
CSC all license fees then outstanding.

11.      NONCIRCUMVENTION; NONHIRE.

         11.1 NONCIRCUMVENTION. CSC warrants and agrees that neither CSC nor any
of its directors, officers, and employees shall attempt or undertake to
circumvent IVI and shall not directly engage in any business negotiations,
dealings, or transactions with Worldcom and/or Zergo, for one (1) year after the
Effective Date or Worldcom Advanced Network for two (2) years' after the
Effective Date without the express prior written consent of IVI (provided that
if IVI and Worldcom Advanced Network enter into a written agreement, a copy of
which is promptly provided to CSC, which agreement appoints Worldcom. Advanced
Network as a Subdistributor of Services and Software, then the period of time
with respect to WorldCom Advanced Network shall be five (5) years). IVI shall be
under no duty or reasonability standard whatsoever with regard to giving such
consent and may withhold consent in its sole discretion.

         11.2 NONHIRE. Except as otherwise agreed to in writing, for the Term of
this Agreement and for a period of two (2) years thereafter, the Parties shall
not make or accept any offer regarding the employment or independent services of
each other's employees (including employees terminated within ninety (90) days),
unless the other Party becomes insolvent.

12.      REPRESENTATIONS AND WARRANTIES

         CSC warrants that it is the owner of the Software and/or has the right
to grant IVI the rights set forth herein; provided that IVI's sole remedy, and
CSC's sole obligation, with respect to such warranty shall be CSC's
indemnification obligation set forth in Section 13 below. EXCEPT FOR THIS
EXPRESS LIMITED WARRANTY, NEITHER CSC NOR ITS LICENSORS


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MAKE ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY
DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

13.      INFRINGEMENT. CSC shall indemnify, defend, and hold IVI harmless from
any against claims threatened or actual that the Software infringes a patent,
copyright , trade secret, or other property right of a third party and shall pay
the resultant court costs, expenses, and legal fees and any damages finally
awarded or paid in the settlement of any claim. CSC shall be released from the
foregoing obligation unless IVI provides CSC with (1) written notice within
fifteen (15) days of the date IVI first becomes aware of such claim or action,
or possibility thereof, (ii) sole control and authority over the defense or
settlement thereof and (iii) proper and full information and assistance to
settle and/or defend any such claim or action. Without limiting the foregoing,
if any injunction is, or CSC believes, in its sole discretion, is likely to be,
entered prohibiting the use of the Software by IVI as contemplated herein, CSC
will, at its sole option and expense, either: (a) procure for IVI the right to
use the infringing Software as provided herein, or (b) replace the infringing
Software with non-infringing, functionally equivalent products, or (c) suitably
modify the infringing Software so that it is not infringing; or, (d) in the
event (a), (b) and (c) are not commercially reasonable, accept return of the
infringing Software and refund fees paid hereunder. Except as specified above,
CSC will not be liable for any costs or expenses incurred without its prior
written authorization. Notwithstanding the foregoing, CSC assumes no liability
for infringement claims arising from (i) combination of the Software with other
products not provided by CSC, but not covering the Software, or (ii) any
modifications to the Software unless such modification was made by CSC. THE
FOREGOING PROVISIONS OF THIS SECTION 8 STATE THE ENTIRE LIABILITY AND
OBLIGATIONS OF CSC OR ITS LICENSORS, AND THE EXCLUSIVE REMEDY OF IVI WITH
RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE
SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE SOFTWARE. IN NO
EVENT WILL CSC'S LIABILITY UNDER THIS SECTION 13 EXCEED THE SOFTWARE LICENSE
FEES PAID TO CSC UNDER THIS AGREEMENT. EXCEPT AS PROVIDED IN THIS SECTION 13, IN
NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL
OR INDIRECT DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT, HOWEVER CAUSED AND
ON ANY THEORY OF LIABILITY.

14.      SOURCE CODE ESCROW AGREEMENT. Upon request of IVI, the Parties shall
enter into an Escrow Agreement regarding the Software in substantially the form
attached hereto as Exhibit A. IVI shall pay all of CSC's costs in connection
with the Escrow Agreement including legal review and the escrow fees under the
Escrow Agreement.

15.      GENERAL PROVISIONS.

         15.1 NOTICES. All notices, requests, demands and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been duly given to a Party only if the notice is faxed
to such Party's telefax number set forth below and delivered by second day
delivery, addressed as set forth below. Notwithstanding the above, the notice
shall be effective at the time the fax transmission is received:


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  To IVI:    Intelispan, Inc.            To: Cyclone Software Corporation
             8220 East Gelding Drive         11000 North Scottsdale Road,
             Scottsdale, AZ 85260            Suite 260
             Fax: (602) 443-4702             Scottsdale, AZ 8525
                                             Fax: (602) 991-1295

  Copy:      Jones, Skelton and Hochuli      Wilson Sonsini Goodrich & Rosati
             2901 North Central Avenue,      650 Page Mill Road
             Suite 800                       Palo Alto, California 94304
             Phoenix AZ, 85012               Attn: Doug Collom
             Attn: Martin Janello            Fax: (650) 493-6811
             Fax: (602) 263-1784


Any Party may change its address or fax number by giving notice of such changes
in conformity with the provisions of this Subsection for the giving of notice.

         15.2 WAIVER. No waiver of any provision of this Agreement shall be
valid unless it is in writing and signed by the Party against whom or which it
is sought to be enforced. No waiver of any provision of this Agreement at any
time shall be deemed a waiver of any other provisions of this Agreement at such
time or of the same provision at any other time.

         15.3 FORCE MAJEURE. Neither Party will be liable for any failure or
delay in performing an obligation under this Agreement that is due to causes
beyond its reasonable control, including but not limited to governmental acts or
omissions laws or regulations, failure to obtain or maintain government licenses
or licensing agreements with third parties for any reason, defaults or breaches
of contract by third parties, natural catastrophes, acts of war, labor strikes
or difficulties. If any of these causes continue or are reasonably to be
expected to continue to prevent or delay performance for more than five (5)
days, a Party shall have the right to terminate this Agreement.

         15.4 SURVIVAL. After termination, Sections 6, 8, 10 through 16 shall
survive the termination of this Agreement.

         15.5 GOVERNING LAW. This Agreement shall be construed pursuant to the
laws of the United States and the State of Arizona.

         15.6 AMENDMENT, MODIFICATION, REVOCATION. This Agreement or any part
thereof may be amended, modified, or revoked in whole or in part only by an
instrument in writing signed by both Parties to this Agreement.

         15.7 ASSIGNMENT OF AGREEMENT. Except as stated herein, this Agreement
or any part thereof shall not be assignable without the other Party's written
approval. Any attempt to do so without the other Party's approval shall be void.
Notwithstanding the above, the Parties shall have the right to assign this
Agreement without any prior approval to any successor pursuant to a merger or
consolidation of a Party or the sale of all or substantially all of a Party's
business assets, provided that such successor undertakes to fulfill all
obligations of the assigning Party under this Agreement. Additionally, a Party
shall have the right to assign this Agreement or delegate its obligations
hereunder to any Affiliate, provided that the assigning Party guarantees the



                                       11
<PAGE>   12
obligations to be hereunder to any Affiliate, provided that the assigning Party
guarantees the obligations to be performed by such Affiliate. This Agreement
shall be binding upon and inure to the benefit of the Parties' performed by such
Affiliate. This Agreement shall be binding upon and inure to the benefit of the
Parties' successors and assigns to the extent assignment is permitted under this
Subsection.

         15.8 ENTIRE AGREEMENT OF PARTIES. This Agreement contains the entire
agreement and understanding among the Parties hereto with respect to the
subject matter hereof, and supersedes all prior agreements, understandings,
inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The express terms hereof
control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof.

         15.9 ARBITRATION.

              i) General. Any dispute arising out of or in connection with the
present Agreement shall be finally settled by compulsory arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association ("AAA"), as modified or supplemented under this Section; provided,
however, that in the event of any such controversy or claim, (i) neither Party
will initiate arbitration within the first thirty (30) days after the aggrieved
Party first notifies the other Party of the controversy or claim and (ii) during
such 30-day period, the chief executive officers or designated representatives
of both Parties shall convene in Phoenix, Arizona to endeavor in good faith to
amicably resolve the controversy or claim.

              ii) Proceeding. To initiate arbitration, either Party shall file
the appropriate notice at the Regional Office of the AAA in Phoenix, Arizona,
U.S.A. The arbitration proceeding will take place during a period not exceeding
two (2) days by telephonic conference call, and will consist of one (1)
arbitrator appointed by the AAA- Any communication between a Party and the
arbitrator will be directed to the AAA for transmittal to the arbitrator. The
Parties expressly agree that the arbitrator will be empowered to (i) issue an
interim order or award and (ii) grant injunctive relief.

              iii) Award. The arbitration award shall be the exclusive remedy of
the Par-ties for all claims, counterclaims, issues or accountings presented or
plead to the arbitrator. The award will (i) be granted and paid in U.S. Dollars
exclusive of any tax, deduction or offset and (ii) include interest from the
date of breach or other violation of the Agreement until the award is fully
paid, computed at four percent (4%) over the then current prime rate provided by
Bank of America. Judgment upon the arbitration award may be entered in any court
that has jurisdiction thereof. Any additional costs, fees or expenses incurred
in enforcing the arbitration award will be charged against the Party that 9
resists its enforcement.

              iv) Injunction. Notwithstanding the foregoing, nothing in this
Agreement shall prevent a Party from seeking injunctive or equitable relief with
respect to a Party's intellectual property rights.

         15.10 REMEDIES. The rights and remedies provided for in this Agreement
shall not be mutually exclusive, nor shall they be exclusive of any other
remedies.


                                       12
<PAGE>   13
         15.11 ATTORNEY FEES. In the event of any adversarial proceeding between
the Parties with respect to this Agreement or the transaction contemplated by
this Agreement, the prevailing Party shall be entitled to reasonable attorney's
fees, expenses, and costs incurred therein from the other Party.

         15.12 SEVERABILITY. If any provision of this Agreement is declared void
or unenforceable or contrary to mandatory law, such provision shall be deemed
severed from this Agreement to the extent affected and this Agreement shall
otherwise remain in full force and effect and shall be construed to effect the
objectives stated in this Agreement to the largest extent permissible by law.
However, if a Party reasonably deems a provision severed essential to this
Agreement, that Party shall have the right to terminate this Agreement.

         15.13 AUTHORITY TO BIND. Each person executing this Agreement hereby
warrants that the person has full and legal authority to execute this Agreement
for and on behalf of the respective Parties and to bind such Parties.

         15.14 JOINT RESPONSIBILITY. Each Party is willing to and does assume
joint responsibility for the form and composition of each and all the contents
of this Agreement, and further agrees that this Agreement shall be interpreted
as though each of the Parties participated equally in the composition of this
Agreement, and each and every part thereof.

         15.15 TAXES. IVI shall be responsible for the payment of all taxes or
assessments, however designated, in connection with this Agreement, except any
tax based on CSC's income.

         15.16 GOOD FAITH AND FAIR DEALING. The provisions of this Agreement, as
well as any statements made by the Parties in connection with the relationship
it addresses, shall be interpreted in good faith. The Parties will exercise
their rights and duties under this Agreement in accordance with good faith and
fair dealing with each other and each reposes trust and confidence in the other
to do so.

         15.17 CAPTION. The captions of Sections and Subsections contained in
this Agreement are for convenience of reference only, and they neither form a
part of this Agreement nor are they to be used in the construction or
interpretation hereof

         15.18 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and if executed in counterpart by all] required Parties, each
executed copy shall be deemed an original, but all counterparts together shall
constitute one and the same agreement.

         15.19 TIME IS OF THE ESSENCE. In the performance of any and all of the
terms, covenants, provisions, warranties, and conditions of this Agreement, time
is of the essence.

         15.20 INDEPENDENT CONTRACTORS. It is expressly understood and agreed
that IVI and CSC are acting hereunder as independent contractors and are not
employees, partners, or joint venturers of each other. Under no circumstances
shall any of the employees of one Party be deemed the employees of the other for
any purpose. This Agreement shall not be construed as authority for either Party
to act for the other Party in any agency or other capacity or to make
commitments of any kind for the account of, or on behalf of, the other Party,
except to the extent, and for the purposes, expressly provided for and set forth
herein.


                                       13
<PAGE>   14
         15.21 GENDER AND NUMBER. Whenever it appears appropriate from the
context, each term stated in the singular shall include the plural and vice
versa, and the masculine, feminine, or neuter form shall include the masculine,
feminine, and neuter.

         15.22 ADVERBS. Whenever the terms "herein," "hereunder," "hereof" or
similar terms are used, they shall refer to this entire Agreement as a whole and
shall not solely refer to any particular section.

         15.23 GENERAL RIGHTS AND EXPORT. Any use of the Software and
Documentation by the U.S. Government is conditioned upon the Government agreeing
that the Software is subjected to Restricted Rights as provided under the
provisions set forth in subdivision (c)(1)(ii) of Clause 252.227-7013 of the
Defense Federal Acquisition Regulations Supplement, or the similar acquisition
regulations of other applicable U.S. Government organizations. IVI shall comply
with all applicable export control laws and regulations, including the Export
Administration Regulations maintained by the United States Department of
Commerce. IVI acknowledges that certain CSC products utilize encryption
technology, which is specifically regulated by the U.S. Government.

         IN WITNESS WHEREOF, the Parties have executed this Agreement the day,
month and year set forth beneath their signatures below.

INTELISPAN VENTURES, INC.                   CYCLONE SOFTWARE CORPORATION

Date: 6/18/98                               Date: June 18, 1998

by: /s/ Peter A. Nelson (CEO)                by: /s/ Peter Hurtubise
   ---------------------------------            --------------------------------
    as its authorized representative            (Vice President Sales)
                                                as its authorized representative



                                       14
<PAGE>   15
                                    Exhibit A

                                Escrow Agreement
<PAGE>   16
                           PREFERRED ESCROW AGREEMENT

                          Account Number _____________

         This Agreement is effective _________, 19 ________ among Data
Securities International, Inc. ("DSI"), __________ ("Depositor") and
____________________ ("Preferred Beneficiary"), who collectively may be referred
to in this Agreement as "the parties."

         A. Depositor and Preferred Beneficiary have entered or will enter into
a license agreement, development agreement and/or other agreement regarding
certain proprietary technology of Depositor (referred to in this Agreement as
"the license agreement").

         B. Depositor desires to avoid disclosure of its proprietary technology
except under certain limited circumstances.

         C. The availability of the proprietary technology of Depositor is
critical to Preferred Beneficiary in the conduct of its business and, therefore,
Preferred Beneficiary needs access to the proprietary technology under certain
limited circumstances.

         D. Depositor and Preferred Beneficiary desire to establish an escrow
with DSI to provide for the retention, administration and controlled access of
the proprietary technology materials of Depositor.

         E. The parties desire this Agreement to be supplementary to the license
agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).

ARTICLE I -- DEPOSITS

         1.1 Obligation to Make Deposit. Upon the signing of this Agreement by
the parties, Depositor shall deliver to DSI the proprietary information and
other materials ("deposit materials") required to be deposited by the license
agreement or, if the license agreement does not identify the materials to be
deposited with DSI, then such materials will be identified on an Exhibit A. If
Exhibit A is applicable, it is to be prepared and signed by Depositor and
Preferred Beneficiary. DSI shall have no obligation with respect to the
preparation, signing or delivery of Exhibit A.

         1.2 Identification of Tangible Media. Prior to the delivery of the
deposit materials to DSI, Depositor shall conspicuously label for identification
each document, magnetic tape, disk, or other tangible media upon which the
deposit materials are written or stored. Additionally, Depositor shall complete
Exhibit B to this Agreement by listing each such tangible media by the item
label description, the type of media and the quantity. The Exhibit B must be
signed by Depositor and delivered to DSI with the deposit materials. Unless and
until Depositor makes the initial deposit with DSI, DSI shall have no obligation
with respect to this Agreement, except the obligation to notify the parties
regarding the status of the deposit account as required in Section 2.2 below.


                                       1
<PAGE>   17
         1.3 Deposit Inspection. When DSI receives the deposit materials and the
Exhibit B, DSI will conduct a deposit inspection by visually matching the
labeling of the tangible media containing the deposit materials to the item
descriptions and quantity listed on the Exhibit B. In addition to the deposit
inspection, Preferred Beneficiary may elect to cause a verification of the
deposit materials in accordance with Section 1.6 below.

         1.4 Acceptance of Deposit. At completion of the deposit inspection, if
DSI determines that the labeling of the tangible media matches the item
descriptions and quantity on Exhibit B. DSI will date and sign the Exhibit B and
mail a copy thereof to Depositor and Preferred Beneficiary. If DSI determines
that the labeling does not match the item descriptions or quantity on the
Exhibit B, DSI will (a) note the discrepancies in writing on the Exhibit B; (b)
date and sign the Exhibit B with the exceptions noted; and (c) provide a copy of
the Exhibit B to Depositor and Preferred Beneficiary. DSI's acceptance of the
deposit occurs upon the signing of the Exhibit B by DSI. Delivery of the signed
Exhibit B to Preferred Beneficiary is Preferred Beneficiary's notice that the
deposit materials have been received and accepted by DSI.

         1.5 Depositor's Representations. Depositor represents as follows:

             a.       Depositor lawfully possesses all of the deposit
                      materials deposited with DSI;

             b.       With respect to all of the deposit materials,
                      Depositor has the right and authority

             c.       The deposit materials are not subject to any lien or
                      other encumbrance; and

             d.       The deposit materials consist of the proprietary
                      information and other materials

         1.6 Verification. Preferred Beneficiary shall have the right, at
Preferred Beneficiary's expense, to cause a verification of any deposit
materials. A verification determines, in different levels of detail, the
accuracy, completeness, sufficiency and quality of the deposit materials. If a
verification is elected after the deposit materials have been delivered to DSI,
then only DSI, or at DSI's election an independent person or company selected
and supervised by DSI, may perform the verification.

         1.7 Deposit Updates. Unless otherwise provided by the license
agreement, Depositor shall update the deposit materials within 60 days of each
release of a new version of the product which is subject to the license
agreement. Such updates will be added to the existing deposit. All deposit
updates shall be listed on a new Exhibit B and the new Exhibit B shall be signed
by Depositor. Each Exhibit B will be held and maintained separately within the
escrow account. An independent record will be created which will document the
activity for each Exhibit B. The processing of all deposit updates shall be in
accordance with Sections 1.2 through 1.6 above. All references in this Agreement
to the deposit materials shall include the initial deposit materials and any
updates.


                                       2
<PAGE>   18
         1.8 Removal of Deposit Materials. The deposit materials may be removed
and/or exchanged only on written instructions signed by Depositor and Preferred
Beneficiary, or as otherwise provided in this Agreement.

ARTICLE 2 -- CONFIDENTIALITY AND RECORD KEEPING

         2.1 Confidentiality. DSI shall maintain the deposit materials in a
secure, environmentally safe, locked receptacle which is accessible only to
authorized employees of DSI. DSI shall have the obligation to reasonably protect
the confidentiality of the deposit materials. Except as provided in this
Agreement, DSI shall not disclose, transfer, make available, or use the deposit
materials. DSI shall not disclose the content of this Agreement to any third
party. If DSI receives a subpoena or other order of a court or other Judicial
tribunal pertaining to the disclosure or release of the deposit materials, DSI
will immediately notify the parties to this Agreement. It shall be the
responsibility of Depositor and/or Preferred Beneficiary to challenge any such
order; provided, however, that DSI does not waive its rights to present its
position with respect to any such order. DSI will not be required to disobey any
court or other judicial tribunal order. (See Section 7.5 below for notices of
requested orders.)

         2.2 Status Reports. DSI will issue to Depositor and Preferred
Beneficiary a report profiling the account history at least semi-annually. DSI
may provide copies of the account history pertaining to this Agreement upon the
request of any party to this Agreement.

         2.3 Audit Rights. During the term of this Agreement, Depositor and
Preferred Beneficiary shall each have the right to inspect the written records
of DSI pertaining to this Agreement. Any inspection shall be held during normal
business hours and following reasonable prior notice.

ARTICLE 3 - - GRANT OF RIGHTS TO DSI

         3.1 Title to Media. Depositor hereby transfers to DSI the title to the
media upon which the proprietary information and materials are written or
stored. However, this transfer does not include the ownership of the proprietary
information and materials contained on the media such as any copyright, trade
secret, patent or other intellectual property rights.

         3.2 Right to Make Copies. DSI shall have the right to make copies of
the deposit materials as reasonably necessary to perform this Agreement. DSI
shall copy all copyright, nondisclosure, and other proprietary notices and
titles contained on the deposit materials onto any copies made by DSI. With all
deposit materials submitted to DSI, Depositor shall provide any and all
instructions as may be necessary to duplicate the deposit materials including
but not limited to the hardware and/or software needed.

         3.3 Right to Sublicense Upon Release. As of the effective date of this
Agreement, Depositor hereby grants to DSI a non-exclusive, irrevocable,
perpetual, and royalty-free license to sublicense the deposit materials to
Preferred Beneficiary upon the release, if any, of the deposit materials in
accordance with Section 4.5 below. Except upon such a release, DSI shall not
sublicense or otherwise transfer the deposit materials.


                                       3
<PAGE>   19
ARTICLE 4 -- RELEASE OF DEPOSIT

         4.1 Release Conditions. As used in this Agreement, "Release Conditions"
shall mean the following:

              a. Depositor's failure to carry out obligations imposed on it
pursuant to the license agreement

              b. Depositor's failure to continue to do business in the ordinary
course.

         4.2 Filing For Release. If Preferred Beneficiary believes in good faith
that a Release Condition has occurred, Preferred Beneficiary may provide to DSI
written notice of the occurrence of the Release Condition and a request for the
release of the deposit materials. Upon receipt of such notice, DSI shall provide
a copy of the notice to Depositor, by certified mail, return receipt requested,
or by commercial express mail.

         4.3 Contrary Instructions. From the date DSI mails the notice
requesting release of the deposit materials, Depositor shall have ten business
days to deliver to DSI Contrary Instructions. "Contrary Instructions" shall mean
the written representation by Depositor that a Release Condition has not
occurred or has been cured. Upon receipt of Contrary Instructions, DSI shall
send a copy to Preferred Beneficiary by certified mail, return receipt
requested, or by commercial express mail. Additionally, DSI shall notify both
Depositor and Preferred Beneficiary that there is a dispute to be resolved
pursuant to the Dispute Resolution section (Section 7.3) of this Agreement.
Subject to Section 5.2, DSI will continue to store the deposit materials without
release pending (a) joint instructions from Depositor and Preferred Beneficiary,
(b) resolution pursuant to the Dispute Resolution provisions, or (c) order of a
court.

         4.4 Release of Deposit. If DSI does not receive Contrary Instructions
from the Depositor, DSI is authorized to release the deposit materials to the
Preferred Beneficiary or, if more than one beneficiary is registered to the
deposit, to release a copy of the deposit materials to the Preferred
Beneficiary. However, DSI is entitled to receive any fees due DSI before making,
the release. This Agreement will terminate upon the release of the deposit
materials held by DSI.

         4.5 Use License Following Release. Unless otherwise provided in the
license agreement, upon release of the deposit materials in accordance with this
Article 4, Preferred Beneficiary shall have a non-exclusive, non-transferable,
irrevocable right to use the deposit materials for the sole purpose of
continuing the benefits afforded to Preferred Beneficiary by the license
agreement. Preferred Beneficiary shall be obligated to maintain the
confidentiality of the released deposit materials.

ARTICLE 5 -- TERM AND TERMINATION

         5.1 Term of Agreement. The initial term of this Agreement is for a
period of *one year. Thereafter, this Agreement shall automatically renew from
year-to-year unless (a) Depositor and Preferred Beneficiary jointly instruct DSI
in writing that the Agreement is terminated; or (b) the Agreement is terminated
by DSI for nonpayment in accordance with Section 5.2. If the deposit materials
are subject to another escrow agreement with DSI, DSI reserves the right, after


                                       4
<PAGE>   20
the initial one year term, to adjust the anniversary date of this Agreement to
match the then prevailing anniversary date of such other escrow arrangements.

         5.2 Termination for Nonpayment. In the event of the nonpayment of fees
owed to DSI, DSI shall provide written notice of delinquency to all parties to
this Agreement. Any party to this Agreement shall have the right to make the
payment to DSI to cure the default. If the past due payment is not received in
full by DSI within one month of the date of such notice, then DSI shall have the
right to terminate this Agreement at any time thereafter by sending written
notice of termination to all parties. DSI shall have no obligation to take any
action under this Agreement so long as any payment due to DSI remains unpaid.

         5.3 Disposition of Deposit Materials Upon Termination. Upon termination
of this Agreement by joint instruction of Depositor and Preferred Beneficiary,
DSI shall destroy, return, or otherwise deliver the deposit materials in
accordance with Depositor's instructions. Upon termination for nonpayment, DSI
may, at its sole discretion, destroy the deposit materials or return them to
Depositor. DSI shall have no obligation to return or destroy the deposit
materials if the deposit materials are subject to another escrow agreement with
DSI.

         5.4 Survival of Terms Following Termination. Upon termination of this
Agreement, the following provisions of this Agreement shall survive:

             a.       Depositor's Representations (Section 1.5).

              b.      The obligations of confidentiality with respect to the
                      deposit materials.

              c.      The licenses granted in the sections entitled Right to
                      Sublicense Upon Release

              d.      The obligation to pay DSI any fees and expenses due.

              e.      The provisions of Article 7.

              f.      Any provisions in this Agreement which specifically state
                      they survive the

ARTICLE 6 -- DSPS FEES

         6.1 Fee Schedule. DSI is entitled to be paid its standard fees and
expenses applicable to the services provided. DSI shall notify the party
responsible for payment of DSI's fees at least 90 days prior to any increase in
fees. For any service not listed on DSI's standard fee schedule, DSI will
provide a quote prior to rendering the service, if requested.

         6.2 Payment Terms. DSI shall not be required to perform any service
unless the payment for such service and any outstanding balances owed to DSI are
paid in full. All other fees are due upon receipt of invoice. If invoiced fees
are not paid, DSI may terminate this Agreement in accordance with Section 5.2.
Late fees on past due amounts shall accrue at the rate of one and one-half
percent per month (18% per annum) from the date of the invoice.


                                       5
<PAGE>   21
ARTICLE 7 -- LIABILITY AND DISPUTES

         7.1 Right to Rely on Instructions. DSI may act in reliance upon any
instruction, instrument, or signature reasonably believed by DSI to be genuine.
DSI may assume that any employee of a party to this Agreement who gives any
written notice, request, or instruction has the authority to do so. DSI shall
not be responsible for failure to act as a result of causes beyond the
reasonable control of DSI.

         7.2 Indemnification. DSI shall be responsible to perform its
obligations under this Agreement and to act in a reasonable and prudent manner
with regard to this escrow arrangement. Provided DSI has acted in the manner
stated in the preceding sentence, Depositor and Preferred Beneficiary each agree
to indemnify, defend and hold harmless DSI from any and all claims, actions,
damages, arbitration fees and expenses, costs, attorney's fees and other
liabilities incurred by DSI relating in any way to this escrow arrangement.

         7.3 Dispute Resolution. Any dispute relating to or arising from this
Agreement shall be resolved by arbitration under the Commercial Rules of the
American Arbitration Association. Unless otherwise agreed by Depositor and
Preferred Beneficiary, arbitration will take place in San Diego, California,
U.S.A. Any court having jurisdiction over the matter may enter judgment on the
award of the arbitrator(s). Service of a petition to confirm the arbitration
award may be made by First Class mail or by commercial express mail, to the
attorney for the party or, if unrepresented, to the party at the last known
business address.

         7.4 Controlling Law. This Agreement is to be governed and construed in
accordance with the laws of the State of California, without regard to its
conflict of law provisions.

         7.5 Notice of Requested Order. If any party intends to obtain an order
from the arbitrator or any court of competent jurisdiction which may direct DSI
to take, or refrain from taking any action, that party shall:

              a.      Give DSI at least two business days' prior notice of the
                      hearing;

              b.      Include in any such order that, as a precondition to DSI's
                      obligation, DSI be paid

              c.      Ensure that DSI not be required to deliver the original
                      (as opposed to a copy)

ARTICLE 8 -- GENERAL PROVISIONS

         8.1 Entire Agreement. This Agreement, which includes the Exhibits
described herein, embodies the entire understanding among the parties with
respect to its subject matter and supersedes all previous communications,
representations or understandings, either oral or written. No amendment or
modification of this Agreement shall be valid or binding unless signed by all
the parties hereto, except that Exhibit A need not be signed by DSL Exhibit B
need not be signed by preferred Beneficiary and Exhibit C need not be signed.


                                       6
<PAGE>   22
         8.2 Notices. All notices, invoices, payments, deposits and other
documents and communications shall be given to the parties at the addresses
specified in the attached Exhibit C. It shall be the responsibility of the
parties to notify each other as provided in this Section in the event of a
change of address. The parties shall have the right to rely on the last known
address of the other parties. Unless otherwise provided in this Agreement, all
documents and communications may be delivered by First Class mail.

         8.3 Severability. In the event any provision of this Agreement is found
to be invalid, voidable or unenforceable, the parties agree that unless it
materially affects the entire intent and purpose of this Agreement, such
invalidity, voidability or unenforceability shall affect neither the validity of
this Agreement nor the remaining provisions herein, and the provision in
question shall be deemed to be replaced with a valid and enforceable provision
most closely reflecting the intent and purpose of the original provision.

         8.4 Successors. This Agreement shall be binding upon and shall inure to
the benefit of the successors and assigns of the parties. However, DSI shall
have no obligation in performing this Agreement to recognize any successor or
assign of Depositor or Preferred Beneficiary unless DSI receives clear,
authoritative and conclusive written evidence of the change of parties.

__________________________________           Data Securities International, Inc.
Depositor

                                             By:________________________________

By:_______________________________
Name:_____________________________           Name:______________________________
Title:____________________________
Date:_____________________________           Title:_____________________________

                                             Date:______________________________

By:_______________________________
Name:_____________________________
Title:____________________________
Date:_____________________________



                                       7
<PAGE>   23
                                                                       EXHIBIT A

                            MATERIALS TO BE DEPOSITED

                      Account Number______________________

Depositor represents to Preferred Beneficiary that deposit materials delivered
to DSI shall consist of the following:






____________________________________        ____________________________________
Depositor                                   Preferred Beneficiary

By:_________________________________        By:_________________________________

Name:_______________________________        Name:_______________________________

Title:______________________________        Title:______________________________

Date:_______________________________        Date:_______________________________



                                      A-1
<PAGE>   24
                                                                       EXHIBIT B

                        DESCRIPTION OF DEPOSIT MATERIALS

Account Number _________________________________________________________________
Depositor Company Name__________________________________________________________
DEPOSIT TYPE: ______Initial ______ Supplemental

ENVIRONMENT:

Host System CPU/OS ______Version ______ Backup__________________________________
Source System CPU/OS_______Version ______Compiler ______________________________
Special Instructions:___________________________________________________________

DEPOSIT COPYING REQUIREMENT:

Hardware needed: _______________________________________________________________
Software needed/Instructions: __________________________________________________

DEPOSIT MATERIALS:

Exhibit B Name _____________________________Version ____________________________

   Item label description             Media                      Quantity







For Depositor, I certify that the above de-
scribed deposit materials have been trans-
mitted to DSI:

By:__________________________________________

Print Name __________________________________

Date_________________________________________


For DSI, I certify that the deposit inspection
has been completed (any exceptions are
noted above):

By:__________________________________________

Print Name___________________________________

Date of Acceptance___________________________
ISE ______________ EX. B# ___________________

Send materials to: DSI, 9555 Chesapeake Dr. 4200, San Diego, CA 92123

                                      B-1
<PAGE>   25
                                                                       EXHIBIT C

                               DESIGNATED CONTACT

                         Account Number_________________

Notices, deposit material returns and
communications to Depositor                     Invoices to Depositor should be
should be addressed to:                         addressed to:

Company Name:___________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Designated Contact: __________________________ Contact: ________________________
Telephone:______________________________________________________________________
Facsimile:______________________________________________________________________

Notices and communications to                  Invoices to Preferred Beneficiary
Preferred Beneficiary should be addressed to:  should be addressed to:

Company Name:___________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Designated Contact: __________________________ Contact:_________________________
Telephone:______________________________________________________________________
Facsimile:______________________________________________________________________

Requests from Depositor or Preferred Beneficiary to change the designated
contact should be given in writing by the designated contact or an authorized
employee of Depositor or Preferred Beneficiary.

Contracts, deposit materials and notices to Invoice inquiries and fee
remittances

DSI should be addressed to:                       to DSI should be addressed to:

DSI                                               DSI
Contract Administration                           Accounts Receivable
Suite 200                                         Suite 1450
9555 Chesapeake Drive                             425 California Street
San Diego, CA 92123                               San Francisco, CA 94104
Telephone: (619) 694-1900                         (415) 398-7900
Facsimile: (619) 694-1919                         (415) 398-7914

Date: ______________________________

                                      C-1
<PAGE>   26
                                    Exhibit B

                           End User License Agreement
<PAGE>   27
             S O F T W A R E    L I C E N S E    A G R E E M E N T
                                    between

                          CYCLONE SOFTWARE CORPORATION
                     11000 North Scottsdale Road Suite 260
                           Scottsdale, Arizona 85254

                                      and
________________________________________________________________________________
                                  ("Licensee")
________________________________________________________________________________
                                     Address
________________________________________________________________________________
City                State              Zip Code                 Telephone Number

INITIAL ORDER:

Number of Permitted Trading Partners:___________________________________________

Initial License Fee:____________________________________________________________

Effective Date:_________________________________________________________________

1.       DEFINITIONS

         1.1 "Cyclone Interchange" shall mean Cyclone Software Corporation's
(Cyclone's) commercial computer software product known as Cyclone Interchange,
licensed to operate with a specific number of Permitted Trading Partners.

         1.2 "Software" shall mean Cyclone Interchange. With respect to the
Software product, the definition shall include any accompanying Documentation,
including any corrections, updates, upgrades and enhancements ("Updates")
thereto made available by Cyclone to Licensee pursuant to the terms of this
Agreement.

         1.3 "Documentation" shall mean the manuals, guides, online help, readme
files, training materials, tutorials, job aids, quick references, and other
technical documentation, provided in any media, which Cyclone generally makes
available for use with a particular Software product.

         1.4 "Designated Server" shall mean any single computer at the location
identified above, as amended pursuant to Section 4.2.

         1.5 "Permitted Trading Partners" shall mean the maximum number of
Partner Profiles, as defined in the Documentation, permitted for use under this
Agreement. The maximum number of Permitted Trading Partners is identified above,
and may be amended pursuant to Section 4.3. Licensee may determine the identity
of specific Permitted Trading Partners.


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         1.6 "Cyclone Interchange Solo" shall mean a Cyclone Interchange
configured and licensed to be used with one (1) Permitted Trading Partner.

2.       GRANT OF RIGHTS

         2.1 Licenses. Cyclone hereby grants to Licensee the following Software
license: a nonexclusive, nontransferable license, without right of sublicense,
to install and use, solely in object- or byte-code format, and solely for
Licensee's internal business purposes, solely on a Designated Server, and within
the maximum number of Permitted Trading Partners.

         2.2      Copies.

                  (a)      Software. Licensee may make copies of the Software as
                           reasonably required for internal testing, training,
                           and for archival purposes pursuant to Licensee's
                           standard archival procedures.

                  (b)      Documentation. Licensee may make copies of the
                           Documentation as reasonably required to allow
                           Licensee's employees to use the Software in
                           accordance with the licenses granted in this Section
                           2.

         2.3 Limitations. Licensee shall have the rights only with respect to
the Software and Documentation expressly set forth herein. In particular, (i)
Licensee shall have no right to use, copy, modify, display, rent, lease, loan or
otherwise distribute the Software or Documentation except as expressly provided
herein, and (ii) Licensee shall not decompile, reverse engineer or otherwise
attempt to obtain, derive or modify the source code or architecture of the
Software.

         2.4 Use by Trading Partners. During the term of this Agreement, Cyclone
agrees to provide, according to Cyclone's standard Software License Agreement, a
no-cost, nontransferable Cyclone Interchange Solo license to each of Licensee's
Permitted Trading Partners. This Cyclone Interchange Solo license is to be used
by the Permitted Trading Partners to trade only with Licensee.

3.       PROPRIETARY RIGHTS

         3.1 Ownership. The Software and Documentation are proprietary to
Cyclone or its licensors and, except for the licenses explicitly granted
hereunder or otherwise granted by Cyclone, Cyclone or its licensors own all
right, title and interest, including without limitation all intellectual
property rights, in and to the Software and Documentation, and in and to any
copies, translations, compilations, partial copies, modifications, improvements,
enhancements, and updates of the Software and Documentation. Licensee shall not
remove any proprietary notices from any part of the Software or Documentation,
and shall reproduce such notices on any copies of such materials made by
Licensee in the same manner as such notices appear on the originals.

         3.2 Confidentiality. Licensee acknowledges that the Software (including
materials, processes or techniques utilized in the Software) are proprietary to
and valuable trade secrets of Cyclone and/or its licensors, and Licensee agrees
to maintain their confidential nature. Licensee shall exercise at least the same
degree of care to protect the confidentiality of the Software as it would
exercise in protecting its own similar confidential information. Licensee will
take all steps

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<PAGE>   29
necessary to ensure that the Software shall not be disclosed to, or used by, any
person, association or entity except Licensee's own employees and consultants
and then only to the extent necessary for Licensee's permitted use of the
Software and consistent with the protection required by this Section.
Additionally, each party agrees that while either may disclose the existence of
this Agreement, the exact terms shall be deemed confidential information.

4.       SOFTWARE USE

         4.1 Back-Up Hardware. Licensee may use a single back-up or replacement
CPU as a temporary substitute for a Designated Server while it is inoperative
because it is malfunctioning or undergoing repair, maintenance or other
modification; provided that the Software shall be removed from such back-up or
replacement hardware when the original Designated Server is returned to use.

         4.2 Replacement Hardware. Licensee may permanently substitute new
hardware for a Designated Server without additional charge.

         4.3 Ordering New Software.

              (a) Licensee may license additional Permitted Trading Partners by
submitting a purchase order or other notice to Cyclone specifying the number of
Permitted Trading Partners which Licensee wishes to add to this Agreement;
provided, however, that Licensee may only increase the number of Permitted
Trading Partners in increments according to Cyclone's then-current pricing
policies. Upon receipt of such order, Cyclone shall invoice Licensee for the
agreed upon license fees due and shall provide Licensee with the information
necessary to be input in a manner specified by Cyclone to provide access to the
Software by up to the appropriate number of new Permitted Trading Partners.

              (b) Notwithstanding anything herein to the contrary, the ordering
and use of the Software shall be governed by the terms of this Agreement, and
nothing contained in any purchase order submitted by Licensee other than order
dates, identity, location, quantity and price shall in any way serve to modify
or add to the terms of this Agreement.

              (c) Notwithstanding anything herein to the contrary, where
Licensee has purchased Maintenance (as defined in Section 7 below) for the
Software, continued Maintenance shall be subject to Licensee's payment of a pro
rata share of the Maintenance fee due for the additional Software ordered by
Licensee, as provided in Cyclone's then-current Maintenance policy.

5.       LICENSE FEE AND PAYMENT

         5.1 Fees. The license fee for the software initially licensed by
Licensee hereunder is set forth on the face of this Agreement. All amounts
payable under this Agreement shall be paid net thirty (30) days from the date of
invoice. Any amounts due Cyclone under this Agreement not received by Cyclone by
the date due shall be subject to a service charge of one and one-half percent
(1 1/2%) per month, or the maximum charge permitted by law, whichever is less.


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<PAGE>   30
         5.2 Taxes. Unless separately stated, all charges under this Agreement
do not include any taxes, duties or charges of any kind (including withholding
or value-added taxes) imposed by any federal, state or local governmental entity
for products or services provided under this Agreement. When Cyclone has the
legal obligation to collect such taxes, the appropriate amount shall be due upon
invoice to Licensee unless Licensee provides Cyclone with a valid tax exemption
certificate authorized by the appropriate taxing authority.

6.       LIMITED WARRANTY

         Cyclone warrants that it is the owner of the Software and/or has the
right to grant Licensee the rights set forth herein; provided that Licensee's
sole remedy, and Cyclone's sole obligation, with respect to such warranty shall
be Cyclone's indemnification obligation set forth in Section 8 below. EXCEPT FOR
THIS EXPRESS LIMITED WARRANTY, NEITHER CYCLONE NOR ITS LICENSORS MAKE ANY
WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS
ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.       MAINTENANCE SERVICES

         Cyclone will maintain the Software in an operable condition in
accordance with the specifications contained in the Documentation supplied with
the Software for a period of 90 days after the Effective Date. Also during this
period, Cyclone shall provide Licensee without charge such corrections and
improvements as Cyclone may make generally available to its Software licensees
as part of standard maintenance service. All such services shall be referred to
as "Maintenance" and shall be provided according to Cyclone's then-current
Maintenance Policy. Upon expiration of this initial period of Maintenance,
Licensee shall have the option to continue to receive Maintenance in accordance
with Cyclone's then-current Maintenance Policy upon payment in advance to
Cyclone, on an annual basis, of the Maintenance charges then in effect for the
Software licensed to Licensee.

8.       INTELLECTUAL PROPERTY RIGHTS INDEMNITY

         Cyclone agrees, at its own expense, to defend or, at its option, to
settle, any claim or action brought against Licensee on the issue of
infringement of any United States copyright or trade secret of any third party
by the Software as used within the scope of this Agreement, and to pay all
damages and costs, including reasonable legal fees, which may be assessed
against Licensee under any such claim or action. Cyclone shall be released from
the foregoing obligation unless Licensee provides Cyclone with (i) written
notice within fifteen (15) days of the date Licensee first becomes aware of such
claim or action, or possibility thereof, (ii) sole control and authority over
the defense or settlement thereof and (iii) proper and full information and
assistance to settle and/or defend any such claim or action. Without limiting
the foregoing, if a final injunction is, or Cyclone believes, in its sole
discretion, is likely to be, entered prohibiting the use of the Software by
Licensee as contemplated herein, Cyclone will, at its sole option and expense,
either: (a) procure for Licensee the right to use the infringing Software as
provided herein, or (b) replace the infringing Software with noninfringing,
functionally equivalent products, or (c) suitably modify the infringing Software
so that it is not infringing; or, (d) in the event (a), (b) and


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<PAGE>   31
(c) are not commercially reasonable, accept return of the infringing Software.
Except as specified above, Cyclone will not be liable for any costs or expenses
incurred without its prior written authorization. Notwithstanding the foregoing,
Cyclone assumes no liability for infringement claims arising from (i)
combination of the Software with other products not provided by Cyclone, but not
covering the Software, or (ii) any modifications to the Software unless such
modification was made by Cyclone. THE FOREGOING PROVISIONS OF THIS SECTION 8
STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CYCLONE OR ITS LICENSORS, AND THE
EXCLUSIVE REMEDY OF LICENSEE, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT
OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY
RIGHT BY THE SOFTWARE.

9.       LIMITATION OF LIABILITY

         EXCEPT AS PROVIDED IN SECTION 8, CYCLONE'S LIABILITY UNDER THIS
AGREEMENT SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES RECEIVED BY CYCLONE FROM
LICENSEE UNDER THIS AGREEMENT. IN NO EVENT SHALL CYCLONE OR ITS LICENSORS HAVE
ANY LIABILITY FOR LOST PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING IN ANY WAY OUT OF THIS
AGREEMENT UNDER ANY CAUSE OF ACTION, WHETHER OR NOT CYCLONE HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. LICENSEE UNDERSTANDS THAT NOTHING CONTAINED
HEREIN SHALL RELEASE LICENSEE FROM PAYING ANY AMOUNTS THEN DUE AND OWING TO
CYCLONE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10.      TERM AND TERMINATION

         10.1 Termination. This Agreement is effective until terminated. Upon
prior written notice, either party may terminate this Agreement if the other
party becomes insolvent, ceases doing business in the regular course, files a
petition in bankruptcy or is subject to the filing of an involuntary petition
for bankruptcy which is not rescinded within a period of forty-five (45) days,
or fails to cure a material breach of any term or condition of this Agreement
within thirty (30) days of receipt of written notice specifying such breach.

         10.2 Return of Materials. Upon termination of this Agreement for any
reason, Licensee shall immediately discontinue use of the Software and
Documentation and within ten (10) days after termination certify. in writing to
Cyclone that all copies of the Software and Documentation, in whole or in part,
in any form, have either been returned to Cyclone or destroyed in accordance
with Cyclone's instructions. All payments made by Licensee to Cyclone hereunder
are non-refundable.

         10.3 Effect of Termination. The following provisions shall survive any
termination of this Agreement: Sections 3, 5, 6, 8, 9, 10.2 and 11. Termination
shall not release Licensee from


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<PAGE>   32
paying any amounts owed to Cyclone under this Agreement. All other rights and
licenses granted hereunder will cease upon termination.

11.      GENERAL

         11.1 Assignment. Licensee may not assign its rights, duties and
obligations under this Agreement, except with the advance written consent of
Cyclone. Any attempted assignment contrary to the terms of this clause shall
terminate this Agreement. Notwithstanding, the rights and obligations of this
Agreement shall be binding on each party's permitted successors and assigns.

         11.2 Governing Law and Jurisdiction. This Agreement shall be governed,
construed and enforced in accordance with the laws of the State of Arizona,
without reference to conflict of law principles. The federal and state courts
within Maricopa County, Arizona, shall have exclusive jurisdiction to adjudicate
any dispute arising out of this Agreement. Each party hereto expressly consents
to the personal jurisdiction of, and venue in, such courts.

         11.3 No Waiver. The failure of either party to enforce at any time any
of the provisions of this Agreement shall not be deemed to be a waiver of the
right of such party thereafter to enforce any such provisions.

         11.4 Government Customers. Any use of the Software and Documentation by
the U.S. Government is conditioned upon the Government agreeing that the
Software is subjected to Restricted Rights as provided under the provisions set
forth in subdivision (c)(1)(ii) of Clause 252.227-7013 of the Defense Federal
Acquisition Regulations Supplement, or the similar acquisition regulations of
other applicable U.S. Government organizations.

         11.5 Export Laws. Licensee shall comply with all applicable export
control laws and regulations, including the Export Administration Regulations
maintained by the United States Department of Commerce. Licensee acknowledges
that certain Cyclone products utilize encryption technology, which is
specifically regulated by the U.S. Government.

         11.6 Entire Agreement. This Agreement and Exhibits attached hereto and
incorporated herein constitute the entire agreement between the parties and
supersedes all previous agreements or representations, oral or written, relating
to this Agreement. This Agreement may not be modified or amended except in
writing and signed by a duly authorized representative of each party.



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<PAGE>   33
IN WITNESS WHEREOF, the parties by their duly authorized representatives have
executed this Agreement as of the Effective Date.

CYCLONE SOFTWARE CORPORATION                ____________________________________
                                            ("LICENSEE")

By:____________________________             By:_________________________________

Name:__________________________             Name:_______________________________

Title:_________________________             Title:______________________________



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<PAGE>   34
                     PREFERRED ESCROW AGREEMENT INTRODUCTION

DSI's Preferred arrangement offers the flexibility of a modifiable contract
combined with premium protection for both the depositor and the beneficiary.
This advanced escrow can be precisely tailored to accommodate various
circumstances.

In addition to our Technology Protection services, DSI's Preferred customers
benefit from these unique features:

         -        Technical Verification options
         -        Tailored release conditions
         -        Written notification detailing the contents of the deposit and
                  each update
         -        Semi-annual account histories listing all deposit activity

For additional benefits, you can choose DSI's Comprehensive Preferred addendum
and receive these additional features:

         -        Recurring Level I Technical Verification
         -        Continual DeposiTrack Service
         -        Unlimited updates/replacements and one additional storage unit

Because we recognize that various situations require different levels of service
and protection, DS1 offers our customers a wide array of options. Our
specialized agreements include SAFE, FlexSAFE, Preferred and Comprehensive
Preferred. Master agreements are also available to simplify and standardize your
escrow arrangements.

Please consult your DS1 representative to select an agreement and develop an
escrow program that meets your individual needs.



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