<PAGE>   1
                                                                    Exhibit 10.2


                           Date: 10th September, 1997



                          SECURITY DOMAIN PTY LIMITED


                                      and


                                 CONTEGO L.L.C.




                    INFORMATION TECHNOLOGY SUPPLY AGREEMENT
<PAGE>   2
                    INFORMATION TECHNOLOGY SUPPLY AGREEMENT

<TABLE>
<CAPTION>
          Clause                                                        Page No.
<S>                                                                       <C>
1.  INTERPRETATION ....................................................    1

          1.1  Definitions ............................................    1
          1.2  General ................................................    2
          1.3  Precedence .............................................    2

2.  COMMENCEMENT AND DURATION .........................................    3

          2.1  Commencement of Agreement ..............................    3
          2.2  Commencement of Modules ................................    3
          2.3  Termination ............................................    3

3.  RELATIONSHIP OF THE PARTIES .......................................    3

4.  SCOPE OF AGREEMENT ................................................    3

          4.1  Supply of Products and Services ........................    3
          4.2  Customer to Pay Fees ...................................    3

5.  PAYMENT ...........................................................    4

          5.1  Terms of Payment .......................................    4
          5.2  Effect of Late Payment .................................    4

6.  GENERAL LIMITATION OF LIABILITY ...................................    4

          6.1  Exclusion of Liability .................................    4
          6.2  Customer's Acknowledgment ..............................    5

7.  CONFIDENTIALITY ...................................................    5

          7.1  Parties not to Disclose Confidential Information .......    5
          7.2  Disclosure to Employees, Agents and Contractors ........    5
          7.3  Survival of Obligations ................................    6

8.  PERSONNEL .........................................................    6

          8.1  Appointments of Personnel ..............................    6
          8.2  Unavailability of Nominated Personnel ..................    6
          8.3  Use of Experienced Personnel ...........................    6
          8.4  Information of Qualification ...........................    6
          8.5  Non-Solicitation .......................................    6
          8.6  Party to Inform Other Party of Approaches ..............    6
</TABLE>
<PAGE>   3
                                      ii.

<TABLE>
<S>  <C>                                                               <C>
 9.  OBLIGATIONS OF CUSTOMER..........................................  6

10.  FORCE MAJEURE....................................................  7

11.  ASSIGNMENT.......................................................  8

12.  DISPUTE RESOLUTION...............................................  8

          12.1  Agreement to Use Dispute Resolution...................  8
          12.2  Notice of Dispute.....................................  8
          12.3  Dispute Resolution....................................  8

13.  NOTICES..........................................................  8

14.  MISCELLANEOUS....................................................  8

          14.1  Further Assurance.....................................  8
          14.2  Counterparts..........................................  9
          14.3  Entire Agreement......................................  9
          14.4  Legal Costs...........................................  9
          14.5  Variation.............................................  9
          14.6  Severability..........................................  9
          14.7  Waiver................................................  9
          14.8  Non-derogation of Powers, Remedies and Rights.........  9
          14.9  Governing Law.........................................  9
          14.10 Submission to Jurisdiction............................ 10

     SCHEDULE 1....................................................... 11

     PRODUCTS AND SERVICES............................................ 11

     SCHEDULE 2....................................................... 12

     SPECIAL TERMS AND CONDITIONS..................................... 12

     MODULE A.........................................................  1
</TABLE>
<PAGE>   4
     THIS INFORMATION TECHNOLOGY SUPPLY AGREEMENT is made on
          1997

     BETWEEN:

     SECURITY DOMAIN PTY LIMITED ACN 003 823 461, a company having its
     principal place of business at Level 5, 1 James Place, North Sydney, New
     South Wales, Australia ("Security Domain");

     and CONTEGO, L.L.C., a limited liability corporation, having its principal
     place of business at 1660 South Amphlett Blvd., Suite 325, San Mateo, CA
     94402, USA ("Customer").

     RECITALS

A.   Customer desires to acquire from Security Domain, and Security Domain
     wishes to supply to Customer, certain information technology products
     and services.

B.   Customer now agrees to acquire from Security Domain, and Security Domain
     now agrees to supply to Customer, the information technology products and
     services referred to in Recital A in accordance with the terms and
     conditions of this Agreement.

     OPERATIVE PROVISIONS:

1.   INTERPRETATION

1.1  DEFINITIONS

In this Agreement, unless the context otherwise requires:

     "Act of Bankruptcy" means, in relation to a party:

     (a)  suspension or cessation of that party's business activities;

     (b)  liquidation, dissolution or insolvency of that party;

     (c)  appointment or a receiver or trustee in respect of any property of
          that party;

     (d)  assignment of any rights or other property by that party for the
          benefit of its creditors; or

     (e)  making of any formal or informal composition, compromise or
          arrangement between that party and its creditors or any class or them.

"Business Day" means a day when trading banks are open for business in New
South Wales.

"Business Hours" means the period between 9 am and 5 pm on any Business Day.

"Commencement Date" means the date specified at the beginning of this Agreement.

"Products" means the computer hardware and software products specified in
Schedule 1.

"Services" means the computer hardware and software services specified in
Schedule 1.

"Special Terms and Conditions" means the special terms and conditions specified
in Schedule 2.

<PAGE>   5
                                       2.




1.2  GENERAL

     In this Agreement, unless the context otherwise requires:

     (a)  a reference to an individual or person includes a corporation,
          partnership, joint venture, association, authority, trust, state or
          government and vice versa;

     (b)  a reference to gender includes all genders;

     (c)  a reference to a Recital, clause, Appendix, Schedule or Module is to a
          recital, clause, appendix, schedule or module of or to this Agreement;

     (d)  a Recital, Schedule, Appendix, Module or the description of the
          parties forms part of this Agreement and a reference to this Agreement
          includes a reference to a Recital, Schedule, Appendix, Module or the
          description of the parties;

     (e)  where an expression is defined, another part of speech or grammatical
          form has a corresponding meaning;

     (f)  a reference to any agreement (including this Agreement) or document is
          to that agreement or document (and, where applicable, any of its
          provisions) as amended, novated, supplemented or replaced from time to
          time;

     (g)  a reference to a clause is to a clause in the body of this Agreement;

     (h)  a reference to a paragraph is to a paragraph of a Schedule, Appendix
          or Module;

     (i)  an Appendix forms part of the Module to which it is appended and a
          reference to a Module includes a reference to all Appendices appended
          to it;

     (j)  a reference to a party is a reference to that party, its successors
          and its permitted transferees or assigns;

     (k)  headings are for convenience of reference only and do not affect
          interpretation.

1.3  PRECEDENCE

     (a)  The documents comprising this Agreement shall be read in the following
          order of precedence:

          (i)    the Special Terms and Conditions; then

          (ii)   the clauses in the body of this Agreement; then

          (iii)  the paragraphs of Schedules other than the Special Terms and
                 Conditions; then

          (iv)   the paragraphs of the Modules; then

          (v)    the paragraphs of the Appendices to the Modules.

     (b)  Where any conflict occurs between the provisions contained in two or
          more of the documents forming this Agreement, the documents lower in
          the order of precedence shall where possible be read down to resolve
          such conflict. If the conflict remains incapable of resolution by
          reading down, the conflicting provisions shall be severed from the
          document lower in the order of
<PAGE>   6
                                       3.

          precedence without (to the extent possible) otherwise diminishing the
          enforceability of the remaining provisions of that document.

2.   COMMENCEMENT AND DURATION

2.1  COMMENCEMENT OF AGREEMENT

     This Agreement commences on the Commencement Date.

2.2  COMMENCEMENT OF MODULES

     Each Module, and the obligations of each party pursuant to that Appendix,
     shall continue until terminated in accordance with the provisions of that
     Module.

2.3  TERMINATION

     The whole of this Agreement shall be deemed to be terminated upon the
     termination of all the Modules.

3.   RELATIONSHIP OF THE PARTIES

     The relationship between Customer and Security Domain in relation to the
     matters referred to in this Agreement shall be solely that of principal and
     independent contractor, and nothing in this Agreement shall constitute or
     be deemed to constitute a relationship of master and servant, partnership
     or joint venture between Customer and Security Domain, except insofar as is
     provided for in the Special Terms and Conditions in Schedule 2.

4.   SCOPE OF AGREEMENT

4.1  SUPPLY OF PRODUCTS AND SERVICES

     Customer shall acquire from Security Domain, and Security Domain shall
     supply to Customer, each Product and Service:

     (a)  generally, in accordance with the body of this Agreement;

     (b)  more particularly, as set out in the Module specified in Schedule 1 as
          being applicable to the supply of that Product or Service; and

     (c)  subject at all times to any Special Terms and Conditions specified in
          Schedule 2 as applicable to the supply of that Product or Service.

4.2  CUSTOMER TO PAY FEES

     In consideration of Security Domain agreeing to supply Customer with each
     Product and Service in accordance with clause 4.1, Customer agrees to pay
     Security Domain by issue of a capital interest in Contego L.L.C.:

     (a)  generally, in accordance with the body of this Agreement;

     (b)  more particularly, as set out in the Module specified in Schedule 1 as
          being applicable to the supply of that Product or Service; and
<PAGE>   7
                                       5.

     (c)  If any condition or warranty is implied in this Agreement by the Trade
          Practices Act (Cth) or any similar Commonwealth, State or Territory
          legislation which may not be excluded, restricted or modified, such
          condition or warranty shall be deemed to be included in this Agreement
          but liability for any breach of it shall be limited, to the fullest
          extent permitted by law, to the limits on liability referred to in
          section 68A of the Trade Practices Act of any similar provision of
          Commonwealth, State or Territory legislation.

6.2  CUSTOMER'S ACKNOWLEDGEMENT

     Customer acknowledges that:

     (a)  in accepting and acquiring Products and Services under this Agreement,
          it has relied upon its own skill and judgment in assessing:

          (i)    their selection;

          (ii)   the use and result it intends to obtain from them; and

          (iii)  their fitness for its particular purposes; and

     (b)  it has not relied on any representations made by Security Domain which
          are not expressly stated in this Agreement or upon any descriptions or
          illustrations or specifications contained in any material (including
          any catalogues or promotional literature) produced by Security Domain.

7.   CONFIDENTIALITY

7.1  PARTIES NOT TO DISCLOSE CONFIDENTIAL INFORMATION

     To the extent not expressly dealt with in the Schedules or Modules each
     party shall treat as confidential all information belonging to any other
     party or persons associated with that other party which has come, comes or
     may come into its possession pursuant to or as a result of or in the course
     of negotiation in respect of this Agreement or in the party's performance
     of this Agreement ("Confidential Information") and shall not, without that
     other party's prior written consent, disclose, use or copy or cause or
     allow to be disclosed, used or copied any Confidential Information other
     than for the purpose of performing this Agreement; but nothing in
     sub-clause shall require a party to treat as confidential:

     (a)  information which is in or becomes part of the public domain other
          than through a breach of that party's obligations under this
          Agreement;

     (b)  information which that party acquires from a third party entitled to
          disclose it; or

     (c)  information which that party can prove it knew before such information
          was disclosed to it by another party; or

7.2  DISCLOSURE TO EMPLOYEES, AGENTS AND CONTRACTORS

     Without limitation to the effect of clause 7.1, each party expressly
     acknowledges and agrees that it shall not disclose the other party's
     Confidential Information to any of its employees, agents or contractors
     unless:

     (a)  the employee, agent or contractor enters into a confidentiality
          agreement; and

     (b)  the other party gives written consent to the disclosure.
<PAGE>   8
                                       6.

7.3  SURVIVAL OF OBLIGATIONS

     The obligations in clauses 7.1 and 7.2 shall survive the termination of
     this Agreement.

8.   PERSONNEL

8.1  APPOINTMENTS OF PERSONNEL

     Security Domain may, at its discretion, appoint such personnel as it
     considers necessary to provide Services to be supplied by it under this
     Agreement.

8.2  UNAVAILABILITY OF NOMINATED PERSONNEL

     If any of the personnel appointed by Security Domain to provide Services to
     be supplied by it under this Agreement becomes unavailable or refuses to
     provide Services to Customer, whether temporarily or otherwise, Security
     Domain shall as soon as practicable appoint replacement personnel having at
     least the same level of expertise.

8.3  USE OF EXPERIENCED PERSONNEL

     Security Domain shall use its best endeavours to ensure that Services to be
     supplied by it under this Agreement shall be provided solely by personnel
     having and continuing to have all due expertise necessary to enable them to
     perform the duties allotted to them pursuant to this Agreement.

8.4  INFORMATION OF QUALIFICATION

     Security Domain will provide Customer, upon written request, with full
     information as to the qualifications and relevant experience of any
     personnel appointed by it to provide services to be supplied by it under
     this Agreement.

8.5  NON-SOLICITATION

     The parties agree that:

     (a)  subject to sub-clause (b), Customer shall not employ or procure the
          service of any personnel appointed by Security Domain to provide
          Services to be supplied by it under this Agreement without the written
          consent of Security Domain.

     (b)  Customer shall become entitled to employ or procure the service of
          any personnel appointed by Security Domain to supply Services to be
          performed by it under this Agreement without the written consent of
          Security Domain 12 months after the termination of this Agreement.

8.6  PARTY TO INFORM OTHER PARTY OF APPROACHES

     A party shall, during the currency of this Agreement, promptly advise the
     other party if any personnel employed or contracted by the other party seek
     to be employed or contracted by it.

9.   OBLIGATIONS OF CUSTOMER

     Without limitation to any other obligation of Customer under this Agreement
     or any Module, Customer shall:

     (a) ensure that Security Domain shall have such access to Customer's
         premises and all other locations at which the Products will be supplied
         to or by Customer (if Customer is authorised
<PAGE>   9
                                       7.

         to sub-license the Products under a Module) as Security Domain
         considers necessary to enable it to fulfill its obligations under this
         Agreement or any Module;

     (b) immediately inform Security Domain of any factor which would affect
         Security Domain's ability to perform its obligations under this
         Agreement or any Module;

     (c) provide any information concerning the Products, use (including misuse)
         and implementation of the Products of which it becomes aware and copies
         of all documentation (including without limitation minutes of meeting,
         memoranda, reports and correspondence) containing such information to
         Security Domain as soon as practicable after Customer becomes aware of
         the information;

     (d) immediately upon request from Security Domain, provide written reports
         concerning the implementation and use of the Product by Customer
         (including implementation and use by any sub-licensee of Customer);

     (e) immediately upon request provide copies of all contracts between
         Customer and its customers or other persons which affect or refer to
         the Products or affect the ability of Security Domain to perform its
         obligations under this Agreement or any Module;

     (f) not include in any contract between Customer and its customers or other
         persons, any representation, warranty or undertaking on behalf of
         Security Domain or any representation in respect of Security Domain,
         the Products or any of Security Domain's rights in or to the Products,
         without the prior written approval of Security Domain; and

     (g) not assign or purport to assign or transfer to Security Domain any
         liability or obligation of Customer to another person without the prior
         written consent of Security Domain.

10.  FORCE MAJEURE

To the extent not expressly dealt with in the Schedules or Modules, where a
         party would, but for the operation of this clause, be in default of its
         obligations under, or be liable for any loss, damage or delay arising
         out of this Agreement for any reason beyond its reasonable control (a
         "FORCE MAJEURE EVENT"):

     (a) that party shall give notice (a "Suspension Notice") to each other
         party, as soon as practicable, of the nature and duration of the Force
         Majeure Event, the obligations affected by it and the nature and extent
         of its effect on those obligations;

     (b) upon that party giving a Suspension Notice, that party shall not be in
         default of its obligations under, or be liable for any loss, damage or
         delay arising out of, this Agreement as a result of the Force Majeure
         Event AND performance of any obligation affected by the Force Majeure
         Event shall be suspended from the date the Suspension Notice is given
         until cessation of the Force Majeure Event; and

     (c) upon cessation of the Force Majeure Event, that party shall immediately
         resume performance of any obligation suspended as a result of it.

<PAGE>   10
                                       8.

11.  ASSIGNMENT

To the extent not expressly dealt with in the Schedules or Modules, no party
     shall assign, license, mortgage, charge or part with, in whole or in part,
     any benefit conferred or obligation imposed on it without the other
     parties' prior written consent, and any attempt to do so shall be void and
     of no effect.

12.  DISPUTE RESOLUTION

12.1 AGREEMENT TO USE DISPUTE RESOLUTION

     Before filing any action or instituting legal proceedings with respect to
     any dispute arising out of or relating to this agreement, the parties agree
     that they will attempt to resolve such matters in accordance with the
     following dispute resolution procedure.

12.2 NOTICE OF DISPUTE

     The aggrieved party shall give the other party written notice of its
     grievance and provide the other party with an opportunity to meet and
     discuss the matter in order to consider informal and amicable means of
     resolution.

12.3 DISPUTE RESOLUTION

     If the parties are unable to agree on a mutually satisfactory resolution to
     the matter, the matter shall be submitted to arbitration in Australia. The
     arbitrator shall be agreed between the parties and if the parties are
     unable to agree, shall be nominated by the Standing Committee for the
     Regulation of Contractual Relations of the International Chamber of
     Commerce ("ICC") in accordance with the Rules on the Regulation of
     Contractual Matters of the ICC (the "Rules"). The arbitrator, whether
     selected by the parties or nominated, shall be independent of the parties,
     be fluent in English, have demonstrated experience in the business of
     developing software solutions and electronic data interchange and security
     systems and shall have knowledge of the laws in force in New South Wales,
     Australia including relevant Federal laws and New South Wales State laws.
     The arbitration shall be conducted in accordance with the Rules. The
     decision of the arbitrator shall be final although the parties shall always
     be entitled to bring legal proceedings in relation to the matter in dispute
     in the courts of New South Wales, Australia.

13.  NOTICES

Any notice required or permitted to be given by a party (the "notifying party")
     to another party under this Agreement shall be in writing and forwarded by
     prepaid mail, facsimile or hand delivery to that other party at the address
     for that party set out at the beginning of this Agreement or such other
     address as the other party may from time to time give notice to the
     notifying party. Such notices shall be deemed to have been given and
     received:

     (a)  if delivered to the other party's address, when delivered;

     (b)  if sent by prepaid mail, on the third Business Day after posting; or

     (c)  if transmitted by facsimile and a correct and complete transmission
          report is received by the notifying party, on the following Business
          Day after transmission.

14.  MISCELLANEOUS

14.1 FURTHER ASSURANCE
<PAGE>   11
                                       9.

     The parties shall execute and do all such acts and things as shall be
     necessary or desirable to implement and give full effect to the provisions
     and purposes of this Agreement.

14.2 COUNTERPARTS

     This Agreement may be executed in any number of counterparts and all of
     those counterparts taken together constitute one and the same instrument.

14.3 ENTIRE AGREEMENT

     The Agreement (including all its Schedules and Modules) is the entire
     agreement of the parties on the subject matter. The only enforceable
     obligations and liabilities of the parties in relation to the subject
     matter are those that arise out of the provisions in this Agreement. All
     representations, communications and prior agreements in relation to the
     subject matter are merged in and superseded by this Agreement.

14.4 LEGAL COSTS

     Each party shall pay its own legal costs incurred in respect of the
     preparation of all drafts and engrossments of this Agreement.

14.5 VARIATION

     This Agreement may be amended or varied only by agreement in writing signed
     by the parties.

14.6 SEVERABILITY

     Any clause, paragraph or portion of any clause or paragraph which may be
     held to be unenforceable for any reason whatsoever shall be severed from
     this Agreement and this Agreement shall continue to operate and be of full
     force and effect as if the severed provision had never been included in
     this Agreement.

14.7 WAIVER

     The failure, delay, relaxation or indulgence on the part of any party in
     exercising any power or right given to that party under this Agreement does
     not operate as a waiver of that power or right, nor does any single
     exercise of a power or right preclude any other or further exercise of it
     or the exercise of any other power or right under this Agreement. A power
     or right may only be waived in writing, signed by the party to be bound by
     the waiver.

14.8 NON-DEROGATION OF POWERS, REMEDIES AND RIGHTS

     The powers, remedies and rights conferred upon the parties by or under any
     statute shall (except to the extent inconsistent with the terms and
     provisions expressed in this Agreement) be in addition to the powers,
     remedies and rights conferred by this Agreement.

14.9 GOVERNING LAW

     Except as expressly provided for in this Agreement, this Agreement shall be
     interpreted in accordance with and governed by the law in force in New
     South Wales.
<PAGE>   12
                                      10.

14.10 SUBMISSION TO JURISDICTION

      The parties submit to the non-exclusive jurisdiction of the courts of New
      South Wales and any courts which may hear appeals from those courts in
      respect of any proceedings in connection with this Agreement.

      EXECUTED as an agreement.

      SIGNED for and on behalf of            )
             SECURITY DOMAIN PTY             )
             LIMITED by a duly               )   /s/ M.P. Bowcock
             authorised representative in    )   ---------------------------
             the presence of:                    Representative
                                                 Name (printed): M.P. BOWCOCK
                                                      Position (printed):
                                                      MANAGING DIRECTOR
      /s/ Keith R. Dennis
     ------------------------------------
     Witness
Name (printed): KEITH R. DENNIS


      SIGNED for and on behalf of            )
             CONTEGO L.L.C. by a duly        )
             authorised representative in    )        /s/ Keith R. Dennis
             the presence of:                )   ----------------------------
                                                 Representative
                                                 Name (printed):
                                                      Position (printed):

      /s/ M.P. Bowcock
     ------------------------------------
     Witness
Name (printed): M.P. BOWCOCK

<PAGE>   13
                                      11.

                                   SCHEDULE 1

                             PRODUCTS AND SERVICES

--------------------------------------------------------------------------------
     Product/Service Category                    Applicable Module
--------------------------------------------------------------------------------
        Standard Software                            Module A
--------------------------------------------------------------------------------
        Custom Software                            Not applicable
--------------------------------------------------------------------------------
      3rd Party Products                           Not applicable
--------------------------------------------------------------------------------
      Professional Services                        Not applicable
--------------------------------------------------------------------------------
  Software Maintenance Services                    Not applicable
--------------------------------------------------------------------------------

<PAGE>   14
                                      12.

                                   SCHEDULE 2

                          SPECIAL TERMS AND CONDITIONS

1.   RELEASE OF SOURCE CODE

     Security Domain shall deposit current versions of the source code of the
     Products with an independent recognized escrow agent, under an agreement
     covering the terms under which the source code may be accessed by the
     Customer, which shall be limited to circumstances in which Security Domain
     ceases to undertake and provide to the Customer further enhancements to the
     Product, in a manner which would be detrimental to the business activities
     of the Customer.

2.   SPECIAL PAYMENT TERMS

     In consideration for supply of the Products and Services, customer agrees
     to issue Security Domain with a capital interest in Contego L.L.C., in
     accordance with the terms contained in the agreement between Intelispan
     L.L.C. and Security Domain and other parties relating to the operation of
     Contego, L.L.C.
<PAGE>   15
                                    MODULE A

                               STANDARD SOFTWARE

<PAGE>   16
                                   Module for
                          Supply of Standard Software
                                   (End-User)

     In this Module:

     ---------------------------------------------------------------------------
     Unless expressly defined in this Module, terms and expressions used in
     this Module shall have the same meaning as they have in the clauses of the
     Agreement.
     ---------------------------------------------------------------------------

     "Designated System" means a computer system so designated in Appendix A1;

     "Documentation" means explanatory and informational materials concerning
     the computer programs and data sets referred to in the definition of
     "Standard Software" which Security Domain releases from time to time for
     distribution with those computer programs and data sets, such as manuals,
     descriptions, instructions, diagrams, printouts, comments, listings and
     flowcharts, contained on visual media such as paper or photographic film,
     or on other physical storage media in human-readable and machine-readable
     form. "Documentation" does not include source code.

"Installation Date" means the date specified in Appendix A1.

"Intellectual Property" means all copyright, designs and patents (whether or
     not registrable throughout the whole of the Territory), trade secrets and
     know-how and other intellectual property rights throughout the Territory.

     "Licence" means the licence of Standard Software granted in paragraph 2.1.

     "Licence Fees" means the licence fees identified on Appendix A1 for the
     applicable Standard Software.

     "Maintenance Fees" means the software maintenance fees identified on
     Appendix A2 for the applicable Maintenance Services.

"Maintenance Services" means the software maintenance services specified in
     Appendix A2.

     "Standard Software" includes all the software identified in Appendix A1,
     being computer programs and data sets in machine-readable form that are
     contained in physical storage media such as magnetic tapes, cassettes,
     discs and semi-conductor chips. For the purposes of this definition,
     "Standard Software" also includes:

     (a)  all modifications, enhancements, updates and/or revisions to the
          software identified in Appendix A1 issued by Security Domain from time
          to time; and

     (b)  where possible in this Module, all Documentation of the software
          referred to above in this definition.

     (c)  custom modifications to the Standard Product itself carried out by
          Security Domain, whether or not requested by, or paid for by the
          Customer, but not including software that may be developed by Customer
          or its subcontractors, using such software interfaces as may be
          provided by Security Domain for this purpose.

     "Standard Software Commencement Date" means the date specified in Appendix
     A1.

     "Territory" means the geographic location specified in Appendix A1.
<PAGE>   17
     "Warranty period" means the 12 month period following the Standard
     Software Commencement Date.

     OPERATIVE PROVISIONS:

1.   PRINCIPAL OBLIGATIONS

     Security Domain shall:

     (a)  grant the Licence of the Standard Software to Customer; and

     (b)  perform Maintenance Services in relation to the Standard Software for
          Customer,

     all in accordance with the terms and conditions of this Module, in
     consideration of which Customer shall pay Security Domain the applicable
     License Fees and Maintenance Fees in accordance with the terms and
     conditions of this Module.

2.   LICENCE OF STANDARD SOFTWARE

2.1  Security Domain grants to Customer a perpetual, non-exclusive,
     non-transferable licence, commencing on the Standard Software Commencement
     Date, to use the Standard Software in the Territory in the course of
     Customer's ordinary business in accordance with any limitations specified
     in Appendix A1.

2.2  Under the Licence:

     (a)  Customer may only use the Standard Software in accordance with the
          Documentation and the normal operating procedures notified to it by
          Security Domain.

     (b)  Subject to sub-paragraph (c), Customer shall not copy, adapt, change
          or modify the Standard Software or any part of it or merge the
          Standard Software or any part of it with other software except as
          specified by Security Domain and using an interface provided for this
          purpose by Security Domain, unless previously authorized to do so in
          writing by Security Domain.

     (c)  Customer may make the number of copies of the Standard Software
          specified in Appendix A1 for the purpose of:

          (i)  its back-up, disaster recovery and security operations; and

          (ii) using the Standard Software within the terms of paragraph 2.1.

     (d)  Customer shall maintain a record of the locations of all Standard
          Software at all times and shall allow Security Domain access to that
          record at any time during Business Hours.

     (e)  Customer shall not re-supply the Standard Software or any part of it
          to any other person or permit the use, adaptation or copying of the
          Standard Software or any part of it by any other person.

     (f)  Customer shall not reverse assemble, reverse compile or directly or
          indirectly allow any other person to reverse assemble or reverse
          compile the Standard Software or any part of it.

2.3  Security Domain shall deliver and install the Standard Software, at the
     installation site notified to it by Customer, on or before the Installation
     Date during Business Hours.

2.4  Security Domain shall:

     (a)  test the Standard Software within the period specified in Appendix A1
          in accordance with its established standard test procedures; and

     (b)  provide Customer with a description of the test procedures



<PAGE>   18
          undertaken by it in relation to the Standard Software and the results
          of those test procedures.

2.5  Customer shall be deemed to have accepted any Standard Software upon the
     earlier of:

     (a)  the date it receives notice from Security Domain of the satisfaction
          of the acceptance tests of that Standard Software; or

     (b)  the expiry of a 30 day period of live commercial operation of that
          Standard Software.

3.   MAINTENANCE SERVICES

     Security Domain shall maintain the Standard Software in accordance with
     Appendix A2.

4.   OWNERSHIP OF INTELLECTUAL PROPERTY

4.1  Customer acknowledges that all right, title and interest in the Standard
     Software and all Intellectual Property in it is and shall at all times be
     owned by Security Domain, even if the Standard Software or any part of it
     is modified or adapted by Customer, except as provided for in this clause.
     Where custom modifications to the Standard Product, that result in
     substantial transformation of the functionality of the Standard Product,
     are carried out by Security Domain or by the Customer with the consent of
     Security Domain and paid for by the Customer, the ownership of and rights
     to exploit such resulting changes shall be the subject of a separate
     agreement between the parties.

4.2  Customer acknowledges that, if the Standard Software or any part of it is
     modified or adapted by Customer without the prior written consent of
     Security Domain, this Module shall apply to the Standard Software or any
     part of it as modified or adapted.

4.3  Customer shall:

     (a)  ensure that all copies of Standard Software:

          (i)   are to the extent practicable signified and identified as the
                property of Security Domain;

          (ii)  are at all times protected from access, use or misuse, damage or
                destruction by any person not authorised in writing by Security
                Domain for that purpose; and

          (iii) remain free of any lien, charge or encumbrance of persons other
                than Security Domain or its nominees; and

     (b)  do all further acts and things and execute any documents necessary or
          convenient to give effect to this paragraph 4.

5.   INTELLECTUAL PROPERTY INDEMNITY

5.1  Subject to paragraphs 5.2, 5.3 and 5.4, Security Domain shall indemnify
     Customer against liability under any final judgment in legal proceedings
     brought in the Territory by a third party against Customer determining that
     Customer's use of the Standard Software or any part of it infringes the
     Intellectual Property of that third party.

5.2  Security Domain shall not be obliged to indemnify Customer if any alleged
     or actual infringement that arises from infringement of the inventions,
     methods and devices described and claimed in following patent registered in
     the United States of America, commonly known as the RSA algorithm patent:

     "Cryptographic Communications System and Method" No. 4,405,829

     Customer acknowledges that it is wholly

<PAGE>   19
     responsible for ensuring that its use of the Products and its business
     operations do not infringe this patent.

5.3  Security Domain shall not be obliged to indemnify Customer if any alleged
     or actual infringement arises from:

     (a)  use of the Standard Software in combination by any means and in any
          form with computer hardware or software not supplied or specifically
          approved by Security Domain;

     (b)  use of the Standard Software in a manner or for a purpose not
          reasonably contemplated or not authorised by Security Domain;

     (c)  modification of the Standard Software without the prior written
          consent of Security Domain; or

     (d)  any transaction entered into by Customer relating to the Standard
          Software without the prior written consent of Security Domain.

5.4  Notwithstanding paragraph 5.1, Security Domain shall not be obliged to
     indemnify Customer unless Customer:

     (a)  notifies Security Domain as soon as practicable of any potential,
          suspected, alleged or actual infringement referred to in paragraph
          5.1;

     (b)  gives Security Domain the option to, at Security Domain's expense,
          conduct the defence of actions or claims referred to in paragraph 5.1,
          including negotiations for settlement or compromise prior to the
          institution of legal proceedings;

     (c)  provides Security Domain with all necessary assistance, at Security
          Domain's expense, in conducting the defence of legal proceedings
          referred to in paragraph 5.1;

     (d)  permits Security Domain to modify, alter or substitute Standard
          Software, at Security Domain's expense, so that such infringement is
          removed or avoided; and

     (e)  authorises Security Domain to procure for Customer, at Security
          Domain's expense, the lawful right to continue the use and possession
          of the Standard Software.

5.4  Without limiting the generality of paragraph 5.3, if it is determined by
     any independent tribunal of fact or law or if it is agreed between the
     parties to the dispute that any infringement of the Intellectual Property
     of any third party has occurred because of Customer's use of the Standard
     Software or any part of it, Security Domain shall at its own expense:

     (a)  modify, alter or substitute the Standard Software so that such
          infringement is removed or avoided;

     (b)  procure for Customer the lawful right to continue the use and
          possession of the Standard Software; or

     (c)  if the solutions in sub-paragraphs (a) and (b) cannot be achieved,
          recall the Standard Software and terminate this Module.

5.5  To the extent permitted by law, Security Domain's total liability to
     Customer pursuant to paragraph 5.1 shall be limited to and shall not exceed
     the amount specified in Appendix A1 in aggregate for all claims made by
     Customer to Security Domain pursuant to paragraph 5.1.

6.   GENERAL WARRANTIES

6.1  Security Domain warrants that software comprising the Standard Software
     will, during normal use within the operating environment designated in the
     Documentation, substantially perform the

<PAGE>   20
     functions detailed in the Documentation and shall at its own expense remedy
     any such error or defect in that software notified to it during the
     Warranty Period.

6.2  Security Domain does not warrant that:

     (a)  the Standard Software is error-free;

     (b)  use of the Standard Software will be uninterrupted;

     (c)  the Standard Software will meet Customer's requirements or be fit for
          any particular purpose required by Customer other than as set out in
          the Documentation;

     (d)  the Standard Software will operate in combination by any means and in
          any form with any computer hardware or software not documented for
          such use in the Documentation, or not specifically approved in writing
          for such use by Security Domain; or

     (e)  the Standard Software will provide any function or adequately perform
          in any operating environment not designated in the Documentation.

7.   TERMINATION

7.1  Without prejudice to any other rights or remedies available to either
     party, a party ("the terminating party") may terminate this Module
     immediately by notice if:

     (a)  the other party has failed to perform or observe any obligation under
          this Module and the other party has not rectified such failure within
          30 days after the date it receives a notice from the terminating party
          requiring such failure to be rectified; or

     (b)  the other party commits an Act of Bankruptcy; or

     (c)  a Force Majeure Event in relation to performance of this Module
          continues for a period of 30 days after a Suspension Notice is given
          by either party in respect of that Force Majeure Event.

7.2  Without prejudice to any other rights or remedies available to either
     party, Security Domain may terminate this Module immediately by notice if:

     (a)  any payment due from Customer to Security Domain pursuant to this
          Module remains unpaid for the period specified in Appendix A1;

     (b)  except as expressly authorised in this Module, Customer copies,
          disposes of, modifies, reverse engineers or changes the Standard
          Software or any part of it without Security Domain's prior written
          consent; or

     (c)  without limiting anything in sub-paragraph (b), Customer otherwise
          breaches the terms and conditions of the Licence.

8.   EFFECT OF EXPIRY OR TERMINATION

8.1  Subject to paragraph 8.2, upon expiry or termination of this Module, by
     whatever means and howsoever effected:

     (a)  at Security Domain's direction, Customer shall:

          (i)  deliver to Security Domain all copies of Standard Software;
               and/or

          (ii) destroy all copies of Standard Software,

          in the possession, power or control of Customer or any of its
          officers, employees, agents or advisers;

     (b)  Security Domain shall provide reasonable assistance to enable the
<PAGE>   21
          transfer of the functions and Services undertaken by it under this
          Module to Customer or to a third party nominated by Customer;

     (c)  Customer shall pay Security Domain on a time and materials basis, at
          Security Domain's then current standard rates, for all assistance
          rendered pursuant to sub-paragraph (b) above;

     (d)  both parties shall be regarded as discharged from any further
          obligations under this Module; and

     (e)  either party may pursue any additional or alternative remedies
          provided by law or in equity.

8.2  Notwithstanding paragraph 8.1, the terms and conditions in this paragraph 8
     shall remain operative and in full force and effect after the expiry or
     termination of this Module, by whatever means and howsoever effected.
<PAGE>   22
                                  APPENDIX A1

                          LICENCE OF STANDARD SOFTWARE

1.   DEFINITIONS

     (a)  DESIGNATED SYSTEM

          A public key infrastructure to enable the Customer to provide secure
          communications services.

     (b)  INSTALLATION DATE

          Before 30th September, 1997, or as otherwise agreed between the
          parties.

     (c)  STANDARD SOFTWARE

          Open SECURkey family of public key infrastructure products, including
          but not limited to SECURcertify, SECURregister, SECURstore, SECURgen,
          Web Registration Authority, plus all standard enhancements to these
          products that may be developed by Security Domain and marketed to
          multiple customers during the next twelve months.

          SECURuser security sub-system, plus all standard enhancements to these
          products that may be developed by Security Domain and marketed to
          multiple customers during the next twelve months.

          Those parts of SECURserver which may be used to implement user
          authentication services within the Contego secure communications
          services, but not including custom software developments that may be
          required to enhance those parts, which shall be the subject of a
          separate agreement.

     (d)  STANDARD SOFTWARE COMMENCEMENT DATE

          Upon execution of the Operating Agreement between Security Domain and
          Intelispan L.L.C. and other parties relating to the operation of
          Contego, L.L.C.

     (e)  TERRITORY

          North America, and other parts of the world, provided that where
          products are used other than in North America, they are only used as
          part of the Customer's secure communication service.

     (f)  LICENCE FEES

          Payment shall be by way of creation of a capital interest in Contego
          L.L.C., pursuant to the Special Terms and Conditions in Schedule 2 of
          this agreement, and the terms and conditions of the Operating
          Agreement between Security Domain and Intelispan LLC and other parties
          relating to the operation of Contego, L.L.C.

2.   PARAGRAPH 2.1 - LIMITATIONS ON USE

     (a)  LICENSED NUMBER OF WORKSTATIONS

<PAGE>   23
          No limitation, provided that SECURuser is used as part of the Contego
          secure communication service.

     (b)  OTHER (eg, USE AS PART OF THE DESIGNATED SYSTEM)

          Use of the software to develop and market secure communications
          services.

3.   PARAGRAPH 2.2(c) - NUMBER OF COPIES

     No limitation provided that the Standard Software is only used as part of
     the Contego secure communications service.

4.   PARAGRAPH 2.4 - TESTING PERIOD

     Within 10 days after Security Domain has completed installation of the
     Standard Software.

5.   PARAGRAPH 5.5 - LIMITATION ON LIABILITY

     US$750,000 in aggregate of all claims made by Customer to Security Domain
     pursuant to paragraph 5.1.

6.   PARAGRAPH 7.2 - PERIOD OF TIME PAYMENT REMAINS UNPAID

     Not applicable
<PAGE>   24
                                  APPENDIX A2
                              Maintenance Services

1.   MAINTENANCE FEES

     To be agreed between the parties prior to expiry of the warranty period.

2.   PRINCIPAL MAINTENANCE SERVICES OBLIGATION

     Security Domain shall use its best endeavours to perform such Maintenance
     Services as are necessary to ensure that:

     (a)  the Standard Software remains in conformity and performs in accordance
          with the Documentation; and

     (b)  the Standard Software is and remains free from errors and defects.

3.   DESCRIPTION OF MAINTENANCE SERVICES

     The Maintenance Services to be provided to or for the benefit of Customer
     by Security Domain in accordance with this Appendix include (without
     limitation) provision of the following services promptly as necessary in
     the circumstances:

     (a)  telephone support in the form of consultations, assistance and advice
          in connection with the use of Standard Software and any difficulties
          and defects with such software;

     (b)  if such telephone support has not remedied or cannot remedy the defect
          or error, correction by means of modem or at the site of the defect or
          error;

     (c)  provision and installation of new releases, patches, workarounds,
          corrections, updates, new versions or enhancements which have been
          developed, tested and released;

     (d)  revision and supplementation of Documentation, including, where
          suitable, information relating to availability of code corrections,
          identified procedures and limitations; and

     (e)  provision of guidance to Customer's personnel on contact procedures
          and investigation requests.

     Maintenance Services will be provided during Business Hours.

4.   MAINTENANCE REPORTS

     Security Domain shall keep fully detailed records of:

     (a)  all requests for Maintenance Services;

     (b)  the responses and measures taken to such requests; and

     (c)  the outcomes of such responses and measures.