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                                                                   EXHIBIT 10.19


[** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN
INFORMATION CONTAINED IN THIS DOCUMENT. CONFIDENTIAL PORTIONS (MARKED [**]) HAVE
BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.]

                       LICENSE AND DISTRIBUTION AGREEMENT

        This License And Distribution Agreement ("Agreement") is made and
entered into as of September 8, 1997, by and between the following Parties:

        Worldtalk Communications Corporation, d/b/a Worldtalk Corporation, a
        Delaware corporation having its principal place of business at 5155 Old
        Ironsides Drive, Santa Clara, CA 95054; and its wholly-owned subsidiary,
        Deming Software Inc., d/b/a Deming Internet Security (hereinafter
        collectively "Licensor"), and

        ASCII Something Good Corporation, a Japanese corporation having its
        principal place of business at 2-24-9 Kamiosaki, Shinagawa-ku, Tokyo
        141, Japan (hereinafter "Distributor").

                                    RECITALS

A.      Licensor has developed, owns, markets and licenses the Software (defined
        below) world-wide.

B.      Licensor desires to grant Distributor, and Distributor desires to
        receive from Licensor, the right to market and distribute the Software
        in the form of Products (as hereinafter defined) in the Territory (as
        hereinafter defined).

        NOW, THEREFORE, the parties hereto agree as follows.

ARTICLE 1. DEFINITIONS

        The following terms shall have the meanings indicated when used in this
Agreement:

        "Confidential Information" shall have the meaning given in Section 12.1.

        "Documentation means the manuals, user guides, and other materials
providing information about the Product, including all modifications, updates,
derivations thereof and changes thereto, whether in written, graphical, human
readable or machine readable form.

        "End User" means customers of Distributor in the Territory to whom
Products are furnished for their own use, and not for resale, distribution,
marketing, or any other use.

        "End User Agreement" means the written agreement pursuant to which an
End User obtains from Distributor the personal, non-transferable and
non-exclusive right to use the Products furnished to the End User, as modified
from time to time, which shall include all of the restrictions set forth in
Exhibit E. An example of the End User Agreement is attached as Exhibit "A" to
this Agreement. The End User Agreement may be changed from time to time by
Licensor with prior notification to Distributor.

        "Improvements" means any improvements, updates and changes made to the
Software.

        "Initial Term" means the initial term of this Agreement, as defined in
Article 4,

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Paragraph 4.1.

        "Marks" means Licensor's trademarks, as defined in Exhibit "A", and any
translation of such trademarks into Japanese that Licensor and Distributor deem
advisable.

        "Product" means an embodiment of the Software together with Additional
Materials, which has been produced, distributed, and/or sold by Distributor in
the Territory, and which includes:

                (a)     a computer diskette, CD-ROM, or other suitable media;

                (b)     a complete and correct copy of the Software on such
                        media;

                (c)     a complete and correct copy of the Documentation in the
                        language of the Territory;

                (d)     a complete and correct copy of the End User Agreement in
                        the language of the Territory;

                (e)     a copy protection feature requiring an activation key
                        for use of the Software beyond an evaluation period of
                        thirty days; and

                (f)     a unique serial number assigned to each Product.

        "Software" means Licensor's WorldSecure client software, an S/MIME
client that sits on the desktop and allows users to securely transmit and
receive S/MIME messages over a variety of e-mail transport applications, which
has been specially adapted by Distributor and Licensor for use in the Territory
and approved for export by the U.S. government, together with any Improvements
thereto. The term "Software" specifically excludes all other versions of
Licensor's WorldSecure software or any other computer software.

        "Subdistributors" means those among Distributor's representatives,
agents and subcontractors whom Distributor has authorized to carry out all or
some of Distributor's obligations under this Agreement as provided in section
3.3, including OEM manufacturers.

        "Territory" means Japan.

ARTICLE 2. REGISTRATION OF INTELLECTUAL PROPERTY RIGHTS

        2.1 Distributor will assist Licensor in obtaining appropriate Japanese
intellectual property protection ("IPR") for the Software and registering the
same in Licensor's name in the Territory.

        2.2 Distributor will assist Licensor in registering the Marks in
Licensor's name in the Territory.

        2.3 Licensor will bear all costs for applying for and prosecuting the
application for and registration of such IPR and Marks in the Territory.



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        2.4 Distributor acknowledges Licensor to be the rightful owner of all
IPR and other rights in and to the Software, including without limitation any
and all Improvements and/or other changes made in preparing localized versions
for use in the Territory.

ARTICLE 3. GRANT OF RIGHTS

        3.1 Subject to the terms and conditions of this Agreement, Licensor
hereby grants Distributor and Distributor accepts from Licensor the
non-transferable right to market, distribute, furnish to End Users, and support
the use of the Software in the Territory.

        3.2 The foregoing right shall include, insofar as the same may be
necessary for the purpose of producing, distributing, furnishing to End Users,
and supporting the use of the Software in the Territory, the rights to:

            3.2.1 copy and distribute the Software in accordance with the
provisions of this Agreement;

            3.2.2 copy, translate into Japanese, and use any written materials
owned by Licensor, including without limitation the End User Agreement,
Documentation, etc.; and

            3.2.3 copy, translate into Japanese, and use for the promotion and
packaging of Products, any and all of the Marks, provided that such use in
accordance with Licensor's guidelines provided from time to time to Distributor,
and which shall be subject to change at Licensor's discretion.

            3.2.4 furnish Products to End Users and enter into End User
Agreements with End Users.

        3.3 Distributor may distribute Products to Subdistributors for the
purpose of furnishing Products to End Users, provided that each such
Subdistributor executes, or has already executed, a written Subdistributor
agreement with Distributor that includes all of the restrictions listed in
Exhibit D.

        3.4 Neither Distributor nor any Subdistributor shall furnish any
Products to any End User unless such End User is subject to an end user
agreement with Distributor on terms and conditions equivalent to or more
favorable to Licensor than those of the End User Agreement, including without
limitation the terms and conditions specified in Exhibit E.

        3.5 During the [ ** ] of this Agreement, Licensor shall not provide the
Software to any other distributor or End User in the Territory; provided that
Distributor complies with all of the terms and conditions hereof. After the [ **
] of the Initial Term, and [ ** ] thereafter that this Agreement remains in
effect, Licensor and Distributor shall mutually discuss and consider the most
effective ways to continue building a successful business in the Territory.

ARTICLE 4. TERM AND RENEWAL



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        4.1 The Initial Term of this Agreement shall commence upon the date
first set forth above, and continue for a period of three (3) years, unless
terminated earlier as provided in Article 9, below.

        4.2 In the event either party desires NOT to renew this Agreement, such
party shall give notice thereof in writing at least ninety (90) days prior to
the expiration of the then-current term. If no such notice is given, this
Agreement shall be renewed for additional Terms of one year until such notice is
given or the agreement is terminated as provided in Article 9.

ARTICLE 5. DISTRIBUTOR'S OBLIGATIONS

        5.1 Distributor will furnish Products, either directly or through its
Subdistributors, only to End Users in the Territory, and shall use its best
efforts to promote the market for Products and the use of the Software in the
Territory.

        5.2 Distributor shall not furnish Products to End Users outside the
Territory, nor to End Users in the Territory whom Distributor reasonably
believes will primarily use the Software outside of the Territory. Distributor
shall refer to Licensor all requests to use the Software outside of the
Territory.

        5.3 Distributor shall not furnish or distribute the Software except in
the form of Products as described herein. Each Product manufactured or furnished
by Distributor MUST include all of the elements described in the definition of
"Products."

        5.4 Distributor shall not permit any other party to do any of the acts
described herein, except for Distributor's authorized Subdistributors.
Distributor shall immediately terminate any such sublicense upon the termination
of such agreement between Distributor and such Subdistributor, or upon the
termination of this Agreement.

        5.5 Distributor shall advertise the Software and Products in the
Territory as it deems most effective in accordance with Licensor's reasonable
marketing guidelines. Distributor may include Licensor's suggested list price in
such advertisements, but Distributor is free to charge whatever price it may
determine for furnishing the Products. Provided, however, that Distributor shall
not make any statement as to the technical features or capabilities of the
Software and Products beyond the information provided by Licensor without
Licensor's specific written approval thereof.

        5.6 Distributor shall not furnish or otherwise provide Products or the
Software to any person or entities whom Distributor has reason to believe will
decompile, disassemble, or reverse-engineer the Software, or make copies of the
Software or Products in violation of the End User License.

        5.7 Distributor hereby acknowledges receipt of the current version of
the End User License and Documentation, including translations of such documents
into the Japanese language. Distributor shall review and correct any errors in
such translations, and notify Licensor of any necessary corrections. Licensor
shall be the copyright owner of all such translations. If Licensor desires to
register such copyrights in Japan, Distributor shall assist Licensor, provided
that Licensor shall pay all necessary registration fees and related

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                                       5



expenses.

        5.8 Distributor will support Licensor in the development of required
modifications to and support for End Users of the Software by all reasonable
means. If the necessary information and support is not available in English,
Distributor shall translate at its own cost the necessary materials from
Japanese to English for Licensor's use.

        5.9 Distributor shall use its best efforts to promote, market, support,
service, and distribute the Products and Software, and to promote the goodwill
of Licensor in Territory. The foregoing includes the obligation to provide,
either directly or indirectly, installation and operating support to all End
Users of the Software on reasonable terms.

        5.10 Distributor shall promptly notify Licensor of any errors in the
Software which come to Distributor's attention, and shall work with Licensor to
remedy any such errors in future Improvements.

        5.11 Distributor shall maintain a reasonable run-time inventory of
Products, for demonstration to prospective End Users and to meet sales orders in
a timely manner.

        5.12 Distributor acknowledges that the Software is not specifically
designed, manufactured or intended for sale as parts, components or assemblies
for the planning, construction, maintenance, operation or use of any nuclear
facility nor for the flight, navigation or communication of aircraft or ground
support equipment, nor in applications where the failure or inaccuracy of the
Products carries a risk of causing death or serious bodily injury. Distributor
agrees that Licensor and its suppliers are not liable, in whole or in part, for
any claims or damages arising from such applications. Distributor shall not
knowingly provide Software directly or indirectly to an End User for use in such
application, and Distributor agrees to indemnify and hold Licensor and its
suppliers harmless from any claims for loss, cost, damage, expense or liability
arising out of or in connection with the use and performance of the Software in
such application.

        5.13 Distributor shall obtain at its own expense any import license,
foreign exchange permit, or other permit or approval it may need for the
performance of its obligations under this Agreement.

        5.14 Distributor shall indemnify and hold Licensor harmless from all
loss or damages (including reasonable attorneys' fees and costs of litigation)
in connection with claims by any third party related to or arising out of
Distributor's acts, omissions, or misrepresentation.

ARTICLE 6. LICENSOR'S OBLIGATIONS

        6.1 Licensor shall use its best efforts to assist Distributor in
promoting, marketing, servicing and supporting the Software for the End Users.
Licensor shall supply Distributor with on-going software maintenance, in
exchange for the Software Maintenance Fees to be paid by Distributor. Such
software maintenance support shall include, inter alia, training materials and
training courses (in English), marketing materials and product documentation.
Any extraordinary costs incurred for such software maintenance, including the
cost of

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                                       6



sending any of Licensor's personnel to the Territory, shall be fairly
apportioned between the parties in good faith.

        6.2 Licensor shall provide Distributor with new Improvements as they are
developed, and shall work with Distributor to ensure that improvements, updates
and changes to Licensor's WorldSecure client software are incorporated as
Improvements into future versions of the Software.

        6.4 Licensor acknowledges that the parties have a mutual understanding
that Distributor should become Licensor's distributor in the Territory for two
other software products that will soon be released, WorldSecure Server and
NetTalk, and that Distributor should assist in the localization of these
products for the Territory, all to be on terms and conditions to be mutually
decided by the parties through good faith negotiations. Licensor further
acknowledges its sincere commitment to working with Distributor build a
successful business in the Territory for Licensor's software products.

ARTICLE 7. WARRANTIES, REPRESENTATIONS, AND LIMITATION OF LIABILITY.

        7.1 Distributor warrants that it has and will maintain at its own
expense adequate marketing and service facilities, sales and distribution
channels, engineers, and other personnel reasonably required to carry out its
duties and obligations under this Agreement.

        7.2 Distributor warrants that it has and will maintain the financial and
managerial capabilities necessary to vigorously promote the distribution and use
of the Products, and provide service and support to the End Users.

        7.3 Licensor warrants the Software to End Users in accordance with the
End User Agreement. This warranty does not extend to the Distributor.

        7.4 Licensor does NOT warrant any portion of the Software or Products
not provided by Licensor.

        7.5 Distributor is NOT authorized to make any representation or warranty
on behalf of Licensor, except for the End User Agreement or as specifically
indicated in the Documentation. Distributor shall not expand, supplement, or
waive any provisions of the End User Agreement or any limited warranty contained
therein, nor make any claim for the Software or the Products other than those
specifically set forth in the documentation provided by Licensor.

        7.6 The Software shall be provided to Distributor AS IS. Licensor does
NOT warrant that the Software is error-free, or that any errors will be
corrected. Licensor will make commercially reasonable efforts to correct any
errors that become known to Licensor.

        7.7 Licensor warrants that it has sufficient right and authority to
grant to Distributor all of the licenses and rights granted under this
Agreement.

        7.8 THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE THE ONLY WARRANTIES
APPLICABLE TO THE PRODUCTS OR THE SOFTWARE, AND

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                                       7



ARE IN LIEU OF ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN. LICENSOR AND
DISTRIBUTOR EACH DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

        7.9 Each party represents and warrants that it is authorized to enter
into this Agreement, and to fully perform the undertakings set forth herein, and
that it is not a party to any other agreement or under any obligation or
restriction which would prevent it from entering into this Agreement or which
would adversely affect this Agreement or the performance of the obligations and
undertakings set forth herein.

        7.10 The parties expressly agree that they shall in no event be liable
to each other or to any End User for any loss of profit, or any incidental,
special, exemplary, or consequential damages claimed against the other,
regardless of whether such party has been previously advised of the possibility
of such claims or demands.

ARTICLE 8. PAYMENT OF FEES

        8.1 For each quarter during the term of this Agreement, Distributor
shall make a non-refundable payment of Product Fees to Licensor according to the
schedule shown in Exhibit C. The parties acknowledge that the amount of such
fees is based on the Licensor's list price. From time to time Licensor may deem
it necessary to change the list price of Products, and the amount of license
fees shall be changed accordingly; provided that Licensor shall give Distributor
upon at least ninety (90) days' prior written notice of such change unless
otherwise agreed. Licensor shall not raise prices more than 10% in any given
calendar year. In the event of any change in prices, the amount of Product Fees
shall be calculated by applying the percentage discounts indicated in Exhibit C,
and shall apply to all orders received by Licensor after the effective date of
such price change. Additional Product Fees accrued in any quarter in excess of
the amount of pre-payment to be credited will be due within 30 days of the
monthly report for the month in which they were accrued.

        8.2 In addition to the Product Fees described in the preceding
paragraph, Distributor shall pay to Licensor a non-refundable Software
Maintenance Fee in the amount of [ ** ] per quarter during both the Initial Term
and renewed Terms of this Agreement. Such payments shall commence from Q4 1997
and shall be made each quarter within 45 days from the start of the quarter. The
Software Maintenance Fee shall cover services such as bug fixes, technical
support, and minor revisions of the Software. Major upgrades of Software are not
covered by the Software Maintenance Fee, but shall be treated as separate
Products subject to a Product Fee, which shall be calculated at the percentages
shown for Volume Discounts of Products in Exhibit C, based on the Licensor's
list price charged for such upgrade.

        8.3 Should Distributor begin charging support fees to its customers,
Licensor and Licensee shall discuss in mutual good faith an equitable
apportionment of such fees to be paid to Licensor.

        8.4 Although Licensor may publish suggested wholesale or retail prices,
these are

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                                       8



suggestions only, and Distributor will be entirely free to determine the actual
prices and license fees at which Products will be furnished to End Users.

        8.5 In addition to the payment schedule for Product Fees shown in
Exhibit C, Distributor shall have the right to negotiate either a "Site License"
or "Large Volume Deal" involving more than [ ** ] units up to [ ** ] times per
year. The Product Fee for such transactions shall be separately agreed between
the parties. Such transactions shall not be credited in computing any applicable
Volume Discounts.

        8.6 All amounts payable to Licensor under this Agreement are exclusive
of all national, state or local sales, use, value added or other taxes, customs
duties, or similar tariffs and fees. Distributor will pay all taxes and duties
assessed by any authority in connection with this Agreement and its performance,
except for taxes payable on Licensor's net income. Distributor represents and
warrants to Licensor that all Products acquired hereunder are for redistribution
in the ordinary course of Distributor's business, and Distributor agrees to
provide Licensor with appropriate resale certificate numbers and other
documentation satisfactory to the applicable taxing authorities to substantiate
any claim of exemption from any such taxes or fees. Distributor will pay any
withholding taxes required by applicable law and supply Licensor with evidence
of payment of such withholding tax, in a form acceptable for Licensor to meet
the requirements for claiming foreign tax credits on Licensor's U.S. income tax
return. The Parties acknowledge that certain payments may be subject to reduced
withholding tax rates under applicable tax treaties, and each shall made its
best efforts to take all reasonable steps and obtain all necessary documents and
approvals so that the payments under this Agreement will be subject only to such
reduced withholding rates.

        8.7 All payments shall be made in United States dollars, free of any
currency control or other restrictions to Licensor by wire transfer to an
account designated by Licensor. Interest shall accrue on any delinquent amounts
owed by Distributor for Products at the lesser of eighteen percent (18%) per
annum or the maximum rate permitted by applicable usury law.

ARTICLE 9. TERMINATION

        9.1 If either party wishes to terminate this Agreement for a material
breach of any of the terms or obligations herein, such party shall first notify
the other of the breach and discuss how the breach may be remedied. If the
breach is not remedied within 30 days after notice has been given and a
discussion has been made in good faith, the party giving notice of the breach
may then terminate the agreement by giving written notice of termination.

        9.2 If this Agreement is terminated, Distributor shall remain liable to
pay the Product Fees on any and all Products sold prior to or after such
termination, except as provided in the following paragraph.

        9.3 In the event that Licensor enters into a new distribution agreement
for the Software in Territory with a party other than Distributor upon the
termination or expiration of this Agreement, Licensor or such third party shall
be entitled to purchase any Products remaining unsold in Distributor's
possession, for Distributor's actual cost of production, plus any applicable
handling, transportation, or other costs. Distributor shall be relieved of the
obligation to pay royalties on such Products sold to a new distributor.
Provided, however, that

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if Licensor enters into such a new distribution agreement notwithstanding the
fact Distributor has fulfilled all of its obligations under this Agreement, then
Licensor or such third party shall be required to purchase all Products
remaining unsold in Distributor's possession as described above.

        9.4 Upon expiration or termination of this Agreement, Distributor shall
cease using the Marks, and shall remove any Marks from its cards, stationery, or
other materials.

ARTICLE 10. NO DAMAGES ON TERMINATION OR EXPIRATION; GOOD FAITH DISCUSSIONS

        10.1 Neither party shall be liable to the other for damages of any kind,
including incidental or consequential damages, on account of the termination or
expiration of this Agreement in accordance with its terms. Such waiver includes
without limitation any claim of reimbursement or damages for the loss of good
will, prospective profits, or anticipated income, or on account of any
expenditures, investments, leases, or commitments made by either party based on
this Agreement; or any right either party may have to receive compensation or
reparations under the law of the Territory or otherwise upon the termination ore
expiration of this Agreement; except as specifically included herein.

        10.2 In the event that this Agreement expires or is terminated through
no fault of Distributor, the parties shall discuss, in good faith and without
obligation, possible ways in which Distributor may continue to participate in
the distribution of Software in the Territory. Such discussions should include
such alternatives as whether Distributor might participate in a joint venture,
offer consulting services, enter into a non-exclusive distribution arrangement,
and any other reasonable possibilities that are worthy of consideration at that
time.

        10.3 The provisions of this Section 10 shall survive the expiration or
termination of this Agreement.

ARTICLE 11. USE OF THE MARKS

        11.1 Distributor may use the Marks only in accordance with Licensor's
guidelines for the purpose of identifying and marketing the Products, and on
business cards and stationery indicating that Distributor is an authorized
distributor of Licensor's software, including the Software. The Marks shall be
included in the packaging of the Products in accordance with Licensor's
marketing guidelines.

        11.2 Distributor shall not apply to register any trademarks, trade
names, service marks, symbols, or logos that are the same or similar to those of
Licensor. Distributor shall not use the Marks or any similar Marks after the
termination or expiration of this Agreement.

ARTICLE 12.    CONFIDENTIALITY

        12.1 Confidential Information means both (i) the terms and conditions of
this Agreement, and (ii) any and all proprietary information and data furnished
to Distributor by Licensor, whether in oral, written, graphic, or
machine-readable form, and whether protected by patents or other trade secret
laws.


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               (a) For the purpose of examples only, Confidential Information
        includes, but is not limited to, the Software, any other of Licensor's
        computer software, designs for Products or components thereof,
        documents, system descriptions and manuals, designs, flow-charts, source
        and object media and listings, technical and other data, drawings,
        manufacturing processes, specifications, customer or sales data, etc.

               (b) Confidential Information shall not include any information or
        data which (i) was in the Distributor's possession prior to receipt from
        Licensor, (ii) was in the public domain at the time of receipt from
        Licensor, (iii) becomes part of the public domain through no fault on
        the part of Distributor, or (iv) was lawfully received by the
        Distributor from a third party having a right of further disclosure.

        12.2 Each party will maintain all Confidential Information it receives
from the other in confidence and shall not disclose the same to any third party
without the other party's written consent, except for (a) disclosures to
Subdistributors as needed to fulfill the purpose of this Agreement, subject to
appropriate confidentiality provisions; (b) such information as becomes public
knowledge through no fault of the party charged with keeping such information
confidential; (c) such information as is required by law to be disclosed.

        12.3 The obligations of this Article shall survive the expiration or
termination of this Agreement and continue for a period of three (3) years from
such expiration or termination.

        12.4 Upon termination or expiration of this Agreement, each party shall
return to the other party or destroy all Confidential Information in written or
tangible form, including computer disks, and all copies thereof that it has
received from such party.

ARTICLE 13. RELATIONSHIP OF PARTIES

        13.1 This Agreement has been reached as the result of an arm's-length
negotiation between independent parties, and it shall be construed and
interpreted accordingly.

        13.2 Nothing in this Agreement shall be construed to create any sort of
partnership, joint venture, employer-employee, or agency relationship between
the parties. Except for the required End User License, neither party shall have,
or represent itself to have, any power or authority to enter into any agreement
or obligation on behalf of the other, or legally to bind the other, without
first receiving express authorization therefor.

ARTICLE 14.    GOVERNMENT CONSENT

        14.1 The obligations to be performed under this Agreement are subject to
the condition of receiving all necessary governmental approvals.

        14.2 Distributor shall notify Licensor of any changes to the Products,
the End User Licenses, documentation, or other materials that must be made to
comply with the applicable laws and regulations. In the event that the changes
required by such laws or regulations are so significant as to require
substantial costs for compliance which materially affect the price of the
Products, the parties shall meet and confer in good faith as to how such costs
shall be

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                                       11



apportioned.

ARTICLE 15. RECORD-KEEPING

        Distributor shall keep complete records of its distribution of all
Products, including the End User name, ultimate destination, version of the
Software, serial numbers, and the date of sale, lease, or other disposition.
Distributor will make such records available to Licensor upon reasonable
request.

ARTICLE 16. NOTICE

        16.1 All notices required to be given under this Agreement shall be
given in writing, and delivered by mail (postage prepaid), confirmed facsimile
transmission, or personal delivery to the addresses first set forth above or
which from time to time notice is given by each party to the other.

        16.2 For the purposes of this Agreement, notices given by mail shall be
deemed effective ten (10) days after sending; notices given by confirmed
facsimile shall be deemed effective on the first business day following the date
of receipt; and notices given by personal delivery shall be effective upon
receipt.

        16.3 In addition to the methods of notice required by this Article, the
parties shall use their best efforts to utilize the telephone, electronic mail,
and other means of communication to promptly and effectively communicate
concerning their responsibilities, duties and obligations under this Agreement.

ARTICLE 17. INJUNCTIVE RELIEF

        The parties each acknowledge that they will be irreparably harmed if the
other fails to comply with its obligations under this Agreement, and that it
would not have an adequate remedy at law in the event of an actual or threatened
breach of this Agreement. Each party therefore agrees that the other may seek
injunctive relief or other order for specific performance for any actual or
threatened violations without the need to first post a bond therefor.

ARTICLE 18. FORCE MAJEURE

        18.1 Neither Party shall be responsible or liable for any failure to
perform attributable to any cause beyond its reasonable control, including
without limitation fire, explosion, windstorm, decree or act of any government,
work stoppage, lockout or any labor disturbance, riots, revolution, war or
warlike activities, the inability to obtain fuel, raw materials, components,
transportation or utilities on commercially practical terms, or other conditions
amounting to force majeure.

        18.2 The Parties shall use their best efforts to promptly resolve or
cure any matter excusing performance under this Article

ARTICLE 19. GOVERNING LAW AND JURISDICTION


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                                       12



        This Agreement shall be governed by and construed in accordance with the
laws of California, excluding the choice of law provisions. Any dispute shall be
resolved in the Federal Courts for the district of Northern California, and the
parties each consent to jurisdiction in such courts for all purposes in
connection with any matters related to or arising out of this Agreement.

ARTICLE 20. GENERAL PROVISIONS

        20.1 A waiver by either party of any term or condition of this Agreement
in any instance shall not be deemed or construed to be a waiver of such term or
condition of the future, or of any subsequent breach thereof. All rights,
remedies, undertakings or obligations contained in this Agreement shall be
cumulative and none of them shall be in limitation of any other right, remedy,
undertaking or obligation of either party.

        20.2 Time is of the essence in performing each of the obligations
described in this Agreement.

        20.3 This Agreement may be executed in counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the
same document.

        20.4 The headings included in this Agreement are for convenience of
reference only and shall not affect the meaning and interpretation of this
Agreement or any of its provisions.

        20.5 Neither this Agreement nor any of the rights or obligations
included herein may be assigned by either party without the express written
consent of the other party. This Agreement and the rights and obligations
hereunder shall, however, be binding upon and inure to the benefit of each
party's successors and permitted assigns.

        20.6 If any part of this Agreement is found to be invalid or
unenforceable, the remainder of the Agreement shall continue in full force and
effect consistent with the intent of the parties.


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        20.7 This Agreement incorporates the parties' entire agreement and
supersedes all prior understandings or agreements between the parties as to the
subject matter hereof. This Agreement may only be altered or amended by a
writing of subsequent date signed by all parties.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives.

Worldtalk Communications Corporation        ASCII Something Good Corporation
d/b/a Worldtalk Corporation


By: /s/ Bernard Harguindeguy                By:/s/ Koichi Takazawa
    ---------------------------------          --------------------------------
Its: CEO and President                      Its: Vice President
     --------------------------------           -------------------------------
Date: September 19, 1997                    Date: September 16, 1997


Deming Software Inc., d/b/a Deming Internet Security


By: /s/ Bernard Harguindeguy
    -------------------------------
Its: CEO and President
     -------------------------------

Date: September 19, 1997


<PAGE>   14
                                List of Exhibits

Exhibit A      Example End User Agreement

Exhibit B      List of Marks

Exhibit C      Payment Schedule

Exhibit D      Mandatory Terms for End User Agreement

Exhibit E      Mandatory Terms for Subdistributor Agreement



<PAGE>   15
                                    EXHIBIT A

                               END USER AGREEMENT

This is a downloadable disk image of a 30-day evaluation version of Worldtalk's
WorldSecure(TM) client software for Microsoft Exchange.

If you like it, call +1 800 454 4674 to order and receive a Worldtalk activation
key for a fully functional version.

Please note that by installing this product or acquiring a activation key, you
are agreeing to the terms of the End User Agreement below:

WORLDTALK CORPORATION - End User Agreement

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING THIS PRODUCT AND ACQUIRING
A WORLDTALK ACTIVATION KEY. BY INSTALLING THIS PRODUCT, AND/OR BY ACQUIRING A
WORLDTALK ACTIVATION KEY, AND/OR USING THE ENCLOSED SOFTWARE, YOU AGREE TO
BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE
WITH THESE TERMS AND CONDITIONS, UNINSTALL THE SOFTWARE AND RETURN THE PACKAGE
TO WORLDTALK FOR A FULL REFUND OF ANY FEES PAID (RETURN ONLY INVOICE IF PRODUCT
WAS DOWNLOADED).

Worldtalk Communications Corporation, d/b/a Worldtalk Corporation, grants you
("End User") a non-exclusive, non-transferable right to use the identified
WorldSecure client software product, and accompanying documentation (the
"Program") within a single enterprise, according to the following terms:

SOFTWARE LICENSE

For a period of thirty (30) days following the date the Program is first
installed, End User may install the Program on computers within the single
enterprise for evaluation purposes only. End User acknowledges that unless you
acquire a Worldtalk Activation Key, the Program will cease to operate and the
right of use granted hereunder will terminate at the end of such thirty (30) day
period.

Upon obtaining a Worldtalk Activation Key, End User may:

a. install one (1) copy of the Program on only one computer for use by End User;

b. make one (1) copy of the Program in machine readable form solely for backup
purposes, provided that End User shall reproduce all proprietary notices on the
copy; and

c. physically transfer the Program from one computer to another, provided that
the Program is used on only one computer at a time. End User may not transfer
the Program beyond the initial licensed working group or enterprise without
Worldtalk's prior written consent.

End User agrees not to use a Worldtalk Activation Key on any copy of the Program
other than the two copies specified at "a." and "b." above.



<PAGE>   16

End User may not:

a. install the Program on more than one computer or workstation at a time in a
network or multi-user system;

b. modify, translate, reverse engineer, decompile, disassemble, create
derivative works based on, or copy (except for the backup copy) the Program or
the accompanying documentation;

c. rent, transfer or grant any rights in the Program or accompanying
documentation in any form to any person without the prior written consent of
Worldtalk, which consent will not be unreasonably withheld;

d. remove any proprietary notices, labels, or marks on the Program or the
accompanying documentation; or

e. run Applications on any computer on which a copy of the Program has not been
legally installed under the terms of this Software License Agreement.

The Program is protected by United States copyright law and international
treaties. Title and copyrights to the Program, accompanying documentation, and
any copy made by you remain the sole property of Worldtalk. Unauthorized copying
of the Program or the accompanying documentation, or failure to comply with the
above restrictions, will result in automatic termination of this license and
will make other legal remedies available to Worldtalk. Upon termination, End
User agrees to destroy the Program and all copies thereof.

LIMITED WARRANTY AND DISCLAIMER

Provided that you have purchased a Worldtalk Activation Key, Worldtalk warrants
that, (a) for a period of thirty (30) days from the date of delivery or
acquisition of such Worldtalk Activation Key, whichever is later, diskettes,
tapes or other media on which the Program is furnished will be free from defects
in materials and workmanship, and the Program under normal use will perform
substantially in accordance with the accompanying documentation. Notwithstanding
the foregoing warranty, any hardware accompanying the Program or on which the
Program is used will be subject only to the applicable manufacturer's or
vendor's warranty and shall not be warranted by Worldtalk. Worldtalk's, and/or
its supplier's entire liability and End User's exclusive remedy under this
warranty (which is subject to receipt of the returned Program along with a copy
of the invoice) will be, at Worldtalk's option, to attempt to correct errors
with efforts which Worldtalk believes suitable to the problem, to replace the
Program or media with functionally equivalent software or media, as applicable,
or to refund the purchase price and terminate this Agreement.

EXCEPT FOR THE ABOVE EXPRESSED LIMITED WARRANTIES, WORLDTALK MAKES NO WARRANTIES
OR REPRESENTATIONS, EXPRESSED, IMPLIED, STATUTORY, OR IN ANY OTHER MANNER, AND
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NONINFRINGEMENT. WORLDTALK DOES NOT WARRANT THAT THE
OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.

<PAGE>   17
LIMITATION OF LIABILITY

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL
PURPOSE, IN NO EVENT WILL WORLDTALK CORPORATION BE LIABLE FOR ANY DAMAGES,
INCLUDING LOSS OF DATA, BREACH OF SECURITY, LOST PROFITS, COST OF COVER OR OTHER
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE USE OF
THE PROGRAM OR ACCOMPANYING DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY. THIS LIMITATION WILL APPLY EVEN IF WORLDTALK OR AN AUTHORIZED DEALER
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. END USER ACKNOWLEDGES THAT
THE FEE PAID FOR THIS SOFTWARE PRODUCT REFLECTS THIS ALLOCATION OF RISK.


GOVERNMENT USE

Use, duplication or disclosure by the United States Government is subject to
restrictions set forth in subparagraphs (a) through (d) of the Commercial
Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in
subparagraph (C)(1)(ii) of the Rights in Technical Data and Computer Program
clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement.
Contractor/Manufacturer is Worldtalk Communications Corporation, 5155 Old
Ironsides Drive, Santa Clara, CA 95054.

EXPORT LAW ASSURANCES

End User acknowledges and agrees that the Program are subject to restrictions
and controls imposed by the United States Export Administration Act (the "Act")
and the regulations thereunder. End User agrees and certifies that neither the
Program nor any direct product thereof is being or will be acquired, shipped,
transferred or re-exported, directly or indirectly, into any country prohibited
by the Act and the regulations thereunder or will be used for any purpose
prohibited by the same.

GENERAL

This Agreement will be governed by the laws of the State of California, except
for that body of law dealing with conflicts of law. This Agreement is the entire
agreement held between us and supersedes any other communications or advertising
with respect to the Program or accompanying documentation. If any provision of
this Agreement is held invalid, the remainder of this Agreement shall continue
in full force and effect.

If you have any questions, please contact: Worldtalk Software, Inc., Customer
Service, 5155 Old Ironsides Drive, Santa Clara, CA 95054.

Worldtalk and WorldSecure are trademarks of Worldtalk Communication Corporation.
All other brands and products are trademarks of their respective holders.
Specifications subject to change without notice.

Copyright (c) 1997 Worldtalk Communications Corporation.



<PAGE>   18
                                    EXHIBIT B

                                  LIST OF MARKS

                                    Worldtalk

                               WorldSecure Client

                               WorldSecure Server

                                   WorldSecure



<PAGE>   19
                                    EXHIBIT C

                            SCHEDULE OF FEE PAYMENTS


                   I. VOLUME DISCOUNT STRUCTURE (PRODUCT FEES)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
        NUMBER OF UNITS                             AMOUNT OF PRODUCT FEE
--------------------------------------------------------------------------------
<S>                                                 <C>
           0 - [ ** ]                                [ ** ] of List Price
--------------------------------------------------------------------------------
             [ ** ]                                  [ ** ] of List Price
--------------------------------------------------------------------------------
             [ ** ]                                  [ ** ] of List Price
--------------------------------------------------------------------------------
             [ ** ]                                  [ ** ] of List Price
--------------------------------------------------------------------------------
</TABLE>

        As of the date of the Agreement, the List Price for the Software is
$89/user license.


                II. PREPAYMENT SCHEDULE FOR PRODUCT FEES

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
  FINANCIAL QUARTER                 PAYMENT DATE               AMOUNT OF PREPAYMENT
-----------------------------------------------------------------------------------
<S>                          <C>                               <C>
       Q3 1997*              On or before Sept. 26, 1997              [ ** ]
-----------------------------------------------------------------------------------
       Q4 1997                      Dec. 1, 1997                      [ ** ]
-----------------------------------------------------------------------------------
       Q1 1998                      Jan. 31, 1998                     [ ** ]
-----------------------------------------------------------------------------------
                                    Mar 31, 1998                      [ ** ]
-----------------------------------------------------------------------------------
Q2 1998 and thereafter         Forty-fifth day of each                [ ** ]
                                quarter, or the next
                             business day if it falls on
                                      a holiday
-----------------------------------------------------------------------------------
</TABLE>

* With respect to the [ ** ] prepayment of Product Fees in Q3 1997, [ ** ] of
the Product Fees accrued in that quarter may be offset against the amount of the
pre-payment until the prepayment has been exhausted.

For all other quarterly prepayments, the full amount of Product Fees accrued in
that quarter may be offset against the amount of the pre-payment in that quarter
until the prepayment has been exhausted.


<PAGE>   20
                                    EXHIBIT D

                    MANDATORY SUBDISTRIBUTOR AGREEMENT TERMS

        All agreements under which Distributor appoints Subdistributors must
include all of the following restrictions:

        1. The agreement will protect Worldtalk's proprietary rights in the
Software to at least the same degree as the terms and conditions of this
Agreement. The Subdistributor agreement will grant rights no broader than those
granted to Distributor under this Agreement.

        2. The Subdistributor will agree not to remove or destroy any
proprietary, trademark or copyright markings or confidentiality legends placed
upon or contained within the Software or any related materials or documentation.

        4. The Subdistributor will agree not to use the Software in a service
bureau, time sharing or other non-licensed basis.

        5. The Subdistributor will agree not to export or re-export any Software
or any part thereof or information pertaining thereto to any country for which a
U.S. government agency requires an export license or other governmental approval
without first obtaining such license or approval.

        6. The Subdistributor will agree that, except for the limited rights
granted under the Subdistributor agreement, Licensor will retain full and
exclusive right, title and ownership interest in and to the Software and in any
and all related patents, trademarks, copyrights or proprietary or trade secret
rights.

        7. Distributor will have the right to terminate the Subdistributor
agreement for the Subdistributor's breach of a material term. The Subdistributor
will agree that, upon termination of the Subdistributor agreement, the
Subdistributor will return to Distributor all copies of the Software, including
all Products, and the Documentation or certify to Distributor that the
Subdistributor has destroyed all such copies.

        8. The Subdistributor will agree not to reverse compile, reverse
engineer, disassemble or modify the Software.

        9. The Subdistributor will agree not to distribute the Software or any
part thereof except pursuant to a End User Agreement meeting the requirements of
Exhibit E of the Agreement.

        10. The Subdistributor agreement will state that in no event will
Distributor or its licensors (including Worldtalk) be liable for indirect,
incidental, special, consequential or exemplary damages arising out of or
related to the Software, including but not limited to lost profits, business
interruption or loss of business information, even if such party has been
advised of the possibility of such damages.

        11. The Subdistributor agreement will make no representations and
warranties on behalf of Worldtalk.

        12. The Subdistributor agreement will include a provision substantially
similar to


<PAGE>   21

Article 11 of the Agreement regarding advertising and use of the Marks..

<PAGE>   22
                                    EXHIBIT E

                       MANDATORY END USER AGREEMENT TERMS

        All End User Agreements under whichDistributor furnishes Products to End
Users must include all of the following restrictions:

        1. The End User will receive only a non-exclusive, non-transferable
right to use the Software for personal or internal purposes.

        2. The End User will agree not to remove or destroy any proprietary,
trademark or copyright markings or confidentiality legends placed upon or
contained within the Software or any related materials or documentation.

        3. The End User will agree not to use the Software in a service bureau,
time sharing or other non-licensed basis.

        4. The End User may not copy the Software except to make the number of
copies permitted for use and for backup purposes, and all copies will include
the legends and notices referred to in paragraph 2.

        5. The End User will agree not to export or re-export any Software or
information pertaining thereto to any country for which a U.S. government agency
requires an export license or other governmental approval, without first
obtaining such license or approval.

        6. The End User will agree that, except for the limited rights granted
under the End User Agreement, Licensor will retain full and exclusive right,
title and ownership interest in and to the Software and in any and all related
patents, trademarks, copyrights or proprietary or trade secret rights.

        7. Licensor will have the right to terminate the End User Agreement for
the End User's breach of a material term. The End User will agree that, upon
termination of the End User Agreement, the End User will return to Licensor all
copies of the Software or certify to Licensor that the End User has destroyed
all such copies.

        8. The End User will agree not to reverse engineer, reverse compile or
disassemble the Software.

        9. The End User Agreement shall state that in no event shall Licensee be
liable to the End User for indirect, incidental, special, consequential or
exemplary damages arising out of or related to the transactions contemplated by
the End User Agrement agreement, including but not limited to lost profits,
business interruption or loss of business information, even if such party has
been advised of the possibility of such damages. In addition, Distributor shall
use its reasonable efforts to limit liability under each such End User Agreement
to the amount received by Distributor from the End User for furnishing the
Product to the End User.

        10. The End User Agreement shall contain no representations on behalf of
Worldtalk or its licensors of any implied or statutory warranties with respect
to the Software, including waivers of the implied warranties of merchantability,
fitness for a particular purpose and non-infringement of third-party rights.

<PAGE>   23
                                   AMENDMENT 1

                                     TO THE

                       LICENSE AND DISTRIBUTION AGREEMENT

                                     BETWEEN

                      WORLDTALK COMMUNICATIONS CORPORATION

                                       AND

                        ASCII SOMETHING GOOD CORPORATION


<PAGE>   24
This Amending Agreement 1 ("Amendment 1") to the License and Distribution
Agreement ("Agreement") dated September 19, 1997 is made and entered into as of
February 25, 1998, by and between the following parties:

        Worldtalk Communications Corporation, d/b/a Worldtalk Corporation, a
        Delaware corporation `having its principal place of business at 5155 Old
        Ironsides Drive, Santa Clara, CA 95054; and its wholly-owned subsidiary,
        Deming Software, Inc., d/b/a Deming Internet Security (hereinafter
        collectively "Licensor"), and

        ASCII Something Good Corporation, a Japanese corporation having its
        principal place of business at 2-24-9 Kamiosaki, Shinagawa-ku, Tokyo
        141, Japan (hereinafter "Distributor").

                                    RECITALS

1.      Licensor entered into the Agreement with Distributor pursuant to which
        Licensor granted Distributor certain rights to market and distribute
        Software in the form of Products as defined in Article 1. of the
        Agreement.

2.      Licensor desires to grant, and Distributor desires to receive from
        Licensor, the right to market and distribute additional Software in the
        form of Products (as hereinafter defined) in the Territory (as defined
        in Article 1 of the Agreement).

NOW, THEREFORE, the parties hereto agree to amend the Agreement as follows:

ARTICLE 1. DEFINITIONS

Amend the definition of "Software" to the following:

"Software" means Licensor's WorldSecure client and WorldSecure server software,
SMIME client and server software that sits on the desktop (in the case of client
software) or sits on a server (in the case of server software) and allows users
to securely transmit and receive S/MIME messages over a variety of e-mail
transport applications, which has been or will be specially adapted by
Distributor and Licensor for use in the Territory and approved for export by the
U.S. government, together with any Improvements thereto. The term "Software"
specifically excludes any other computer software.

Amend "End User Agreement" to the following:

"End User Agreements" means the written agreements pursuant to which an End User
obtains from Distributor the personal, non-transferable and non-exclusive right
to use the Products furnished to the End User, as modified from time to time,
which shall include all of the restrictions set forth in Exhibit E. Examples of
the End User Agreements are attached as Exhibit "A" to this Agreement. The End
User Agreements may be changed from time to time by Licensor with prior
notification to Distributor.

ARTICLE 3.     GRANT OF RIGHTS

        Add new Article 3.6 as follows:


<PAGE>   25

        3.6    Distributor may prepare localized versions of the Software
               customized to meet the requirements of specific customers.
               Distributor shall be responsible for performing custom
               modifications under the supervision of Licensor. Licensor will
               work with Distributor to facilitate custom modifications. All
               such custom versions shall be subject to the provisions of
               Article 2.4 of the Agreement.

        Add new Article 3.7 as follows:

        3.7     Licensor and Distributor agree that the parties will comply with
                all United States export laws and regulations, including, but
                not limited to the Export Administration Act and Export
                Administration Regulations in preparing localized and customized
                versions of the Software.

ARTICLE 4. TERMS AND RENEWAL

        Add new Article 4.1 as follows:

        4.1     The Initial Terms of this Agreement shall commence upon
                September 8, 1997 and continue to March 31, 2001, unless
                terminated earlier as provided in Article 9 of the Agreement.

ARTICLE 8. PAYMENT OF FEES

        8.1     Exhibit C of the Agreement is amended and replaced by Exhibit
                C-1, attached and made part of this Amendment 1.

        8.2     Delete Section 8.2 and replace with terms set forth on Exhibit
                C-1, attached and made part of this Amendment 1.

        8.5     Delete Section 8.5 and replace with terms set forth on Exhibit
                C-1, attached and made part of this Amendment 1.

GENERAL PROVISIONS

1.      Except as provided herein, all provisions of the Agreement remain in
        force and effect, unamended.

2.      A waiver by either party of any terms or conditions of this Amendment 1
        in any instance shall not be construed to be a waiver of such term or
        condition of the future, or any subsequent breach thereof. All rights,
        remedies, undertakings or obligations contained in this Amendment 1
        shall be cumulative and none of them shall be in limitation of any other
        right, remedy, undertaking or obligation of either party.

3.      Time is of the essence in performing each of the obligations described
        in this Amendment 1.

4.      This Amendment 1 may be executed in counterparts, each of which shall be
        deemed an original and all of which together shall constitute one and
        the same document.

5.      The headings included in this Amendment 1 are for convenience or
        reference only and shall not affect the meaning and interpretation of
        this Amendment 1 or any of its provisions.

6.      Either party without the express written consent of the other party may
        assign neither this Amendment 1 nor any of the rights or obligations
        included herein. This Amendment and the


<PAGE>   26

        rights and obligations hereunder shall, however, be binding upon and
        inure to the benefit of each party's successors and permitted assigns.

7.      This Amendment 1 shall be governed by and construed in accordance with
        the laws of California, excluding the choice of law provisions. Any
        dispute shall be resolved in the Federal Courts for the district of
        Northern California, and the parties shall consent to jurisdiction in
        such courts for all purposes in connection with any matters relative to
        or arising out of this Amendment 1.

8.      If any part of this Amendment 1 is found to be invalid or unenforceable,
        the remainder of the Amendment shall continue in full force and effect
        consistent with the intent of the parties.

9.      This Amendment incorporates the parties' entire agreement and supersedes
        all prior understandings or agreements between the parties as to the
        subject matter hereof. This Amendment may only be altered or amended by
        a writing of subsequent date signed by all parties.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives.

Worldtalk Communications Corporation            ASCII Something Good Corporation
d/b/a Worldtalk Corporation

By: /s/ Bernard Harguindeguy                    By: /s/ Koichi Takazawa
    ---------------------------------               ---------------------------
Its: President and CEO                          Its: Vice President
     --------------------------------               ---------------------------
Date:  February 25, 1998                        Date: February 27, 1998


Deming Software Inc., d/b/a Deming Internet Security

By: /s/ Bernard Harguindeguy
    ------------------------------
Its: President and CEO
     -----------------------------
Date: February 25, 1998

<PAGE>   27
                                   AMENDMENT 1
                                   EXHIBIT C-1
      WORLDTALK COMMUNICATIONS CORPORATION/ASCII SOMETHING GOOD CORPORATION

                            SCHEDULE OF FEE PAYMENTS
DISCOUNT STRUCTURE                          DISCOUNT

WorldSecure Server                          [ **  ] of List Price

WorldSecure Client Volume Discount Structure

<TABLE>
<CAPTION>
Number of Units:                            Amount of Product Fee:
----------------                            ----------------------
<S>                                         <C>
[  **  ]                                    [  **  ] of List Price
[  **  ]                                    [  **  ] of List Price
[  **  ]                                    [  **  ] of List Price
[  **  ]                                    [  **  ] of List Price
</TABLE>

                      PREPAYMENT SCHEDULE FOR PRODUCT FEES

<TABLE>
<CAPTION>
                             04/10/98      07/10/9      10/10/98      01/10/99
<S>                          <C>           <C>          <C>           <C>
Non-refundable prepaid
Product Fees                 [  **  ]      [  **  ]     [  **  ]      [  **  ]

<CAPTION>
                             04/10/99      07/10/99     10/10/99      01/10/00
<S>                          <C>           <C>          <C>           <C>
Non-refundable prepaid
Product Fees                 [  **  ]      [  **  ]     [  **  ]      [  **  ]

<CAPTION>

                             04/10/00      07/10/00     10/10/00      01/10/01
<S>                          <C>           <C>          <C>           <C>
Non-refundable prepaid
Product Fees                 [  **  ]      [  **  ]     [  **  ]      [  **  ]
</TABLE>


        PAYMENT TERMS:

1.      Non-refundable prepayment as noted above to be credited against
        Product Fees due based on Distributors Sales of Products.1

2.      MAINTENANCE & SUPPORT PRICING POLICY:

        In addition to the Product Fees Distributors shall pay to Licensor, a
        non-refundable Software Maintenance Fee in the amount of [ ** ] per
        quarter paid each quarter within 45 days following the commencement of
        each calendar quarter. These prepayments will offset subsequent
        maintenance and support payments due under this contract. Additional
        maintenance fees will be due within 45 days following the end of the
        quarter in which they were accrued.


--------
1 Product Fees due in excess of non-refundable prepaid amounts are due within 30
days of the monthly report for month in which there were accrued.
<PAGE>   28
                                   AMENDMENT 1
                             EXHIBIT C-1 (CONTINUED)


3.      OTHER TERMS:

        With respect to the [ ** ] non-refundable prepayment under the Agreement
        paid during Q3 1997 and the [ ** ] non-refundable prepayment under the
        Agreement paid during Q1 1998 and all payments per the above schedule,
        100% of these amounts may be credited against Product Fees due under the
        Agreement and Amendment 1.

4.      ASCII may offset all non-refundable prepaid Product Fees against Product
        Fees due for "Software" as defined under Article 1, until all prepaid
         amounts are utilized in full.

5.      If and when Worldtalk releases a product that will provide Certificate
        Storage Services, ASCII will be given the right to resell this product
        with no additional prepayment.