Professional Services and Development Contract No. 1000003770

This Professional Services Contract (hereinafter the "Contract") entered into on
the 11th day of October,  2001 by and between Preferred Voice,  Inc., a Delaware
corporation  with its  principal  place of business at 6500  Greenville  Avenue,
Suite 570, Dallas, TX 75206  (hereinafter  referred to as "PVI" or "VENDOR") and
VeriSign,  Inc., a Delaware  corporation with its principal place of business at
1350  Charleston  Road,  Mountain  View,  CA 94043  (hereinafter  referred to as
"VeriSign").

WHEREAS,  VeriSign  desires to utilize the  professional  services of VENDOR and
VENDOR desires to provide those services.

NOW,  THEREFORE  in  consideration  of  the  mutual  covenants  and  obligations
contained herein VENDOR and the VeriSign do mutually agree as follows:

I . DEFINITIONS

         1.1      Deliverables  - shall mean all  Software,  Documentation,  and
                  other materials  developed for or delivered to VeriSign by PVI
                  under this Agreement.

         1.2      Derivative  Work - shall mean a work that is based upon one or
                  more  preexisting  works,  such as a  revision,  modification,
                  translation,  abridgement,  condensation,  expansion,  or  any
                  other  form in which  such  preexisting  works may be  recast,
                  transformed.  or  adapted,  and  which,  if  prepared  without
                  authorization   of  the  owner  of  the   copyright   in  such
                  preexisting  work, would constitute a copyright  infringement.
                  For purposes  hereof, a Derivative Work shall also include any
                  compilation that incorporates such a preexisting work.

         1.3      Documentation  - shall  mean user  manuals  and other  written
                  materials  that  relate  to  particular  Software,   including
                  materials useful for design (for example,  logic manuals, flow
                  charts, and principles of operation).


         1.4      Intellectual  Property Rights - shall mean all rights,  title,
                  and interest in, to, and under any and all: (i) registered and
                  unregistered  copyrights and trademarks;  (ii) patents, patent
                  applications, and patentable ideas and/or improvements;  (iii)
                  trade secrets,  proprietary  information,  and know-how;  (iv)
                  license rights relating to intangible property,  and any other
                  proprietary  rights;  and  (v) all  divisions,  continuations,
                  reissues,  renewals,  and  extensions  thereof now existing or
                  hereafter filed, issued, or acquired.

         1.5      Pre-existing  Work - shall  mean all  software,  hardware  and
                  development  methods existing and owned prior to the Effective
                  Date of this Agreement and shall include, for VENDOR, regional
                  databases  developed by VENDOR used in connection with the PVI
                  Business  Connect System,  and for VeriSign,  the Global Voice
                  Registry System.

         1.6      PVI Business Connect System - refers to the system used by PV1
                  to deliver  Preferred Voice business connect services pursuant
                  to Task Order 1 of the Statement of Work,  attached  hereto as
                  Exhibit A.

         1.7      VeriSign  Voice  Registry  System  - refers  individually  and
                  collectively  to  all of the  databases,  servers,  equipment,
                  software,   protocols,   system   architecture   and   design,
                  specifications,  templates, documents, rules and methodologies
                  that  comprise  the system  developed by VeriSign to provide a
                  service the voice registry service that enables voice carriers
                  (both  wireless and landline) to offer voice dialing  services
                  to consumers.

2.       PERFORMANCE

         The parties  acknowledge  that VENDOR is an independent  contractor and
         not  an  employee  of  VeriSign.   VENDOR,  acting  as  an  independent
         contractor  and  not  as  an  agent,  representative,  or  employee  of
         VeriSign, shall hire, pay and provide the necessary personnel and shall
         otherwise do all things  necessary or incident to provide  professional
         services as more specifically  outlined in the Statement of Work, which
         is attached hereto as Exhibit A and  incorporated  herein by reference.
         VeriSign assumes no liability or  responsibility  for VENDOR personnel.
         VENDOR will: (i) ensure it and its personnel are in compliance with all
         laws,  regulations,  ordinances  and  licensing  requirements;  (ii) be
         responsible for the supervision,  control, compensation,  withholdings,
         health and safety of VENDOR  personnel;  (iii) ensure VENDOR  personnel
         performing any services  hereunder on VeriSign's  premises  comply with
         any VeriSign "on  premises  guidelines"  as the same may be provided to
         VENDOR from time to time; and (iv) inform VeriSign if a former employee
         of VeriSign will be assigned work under this Contract,  such assignment
         subject to VeriSign approval.

         VENDOR (and its agent(s) and/or employee(s),  if any) hereto agrees and
         acknowledges  that  it is not  entitled  to  participate  in any of the
         benefit plans or programs that VeriSign now or hereafter  maintains for
         its employees, including, but not limited to, VeriSign's employee stock
         purchase plan and stock  incentive plan ("Stock  Plans").  In the event
         that  any  state or  federal  court,  or any  local,  state or  federal
         government agency,  division or other related government entity,  shall
         determine that VENDOR (and its agent(s) and/or employee(s),  if any) is
         considered  an employee or common law employee of  VeriSign,  or if for
         any reasons VENDOR (and its agent(s) and/or  employee(s),  if any) were
         to become  eligible to  participate in any VeriSign  sponsored  benefit
         plans or programs, VENDOR (and its agent(s) and/or employee(s), if any)
         waives   any   right  to   participate,   either   retrospectively   or
         prospectively,   in  VeriSign   sponsored  benefit  plans  or  programs
         including,  but not  limited  to, the Stock  Plans.  This waiver of any
         right to participate in VeriSign  sponsored  employee  benefit programs
         represents a material component of the terms and compensation agreed to
         by  these   parties  and  is  not  in  any  way   conditioned   on  any
         representation  or  assumption  concerning  status of  VENDOR  (and its
         agent(s)  and/or  employee(s),  if any) with  respect  to  VeriSign  as
         employee,  common law employee,  consultant,  independent contractor or
         temporary employee.

3.       TERM OF CONTRACT

         The term of this  Contract  shall  commence on the date of execution of
         the Contract by the final party hereto and shall continue in full force
         and effect  through  September 19, 2002,  unless  sooner  terminated as
         provided  herein.  This Contract may be extended by mutual agreement of
         the parties.

4.       TYPE OF CONTRACT

         Fixed Price

5.       CONTRACT AMOUNT

         The  funded  amount  of  this  Contract  is $  0.00.  Funding  will  be
         established by individual Task Order.  VENDOR is not obligated to incur
         expenses  or make  commitments  in excess of the amount  stated in each
         Task Order,  and VeriSign is not obligated to compensate  VENDOR beyond
         the amount stated on each Task Order.

6.       COMPENSATION AND INVOICING

         Following the initial payment,  VENDOR shall submit timely invoices not
         more frequently than once a month and upon VeriSign's acceptance of all
         deliverables, if applicable.

         VENDOR shall submit invoices to:
         VeriSign, Inc.
         21355 Ridgetop Circle
         Dulles, VA 20166
         Attention: Accounts Payable

         Invoices shall reference the Contract number. 1000003770

7.       PAYMENTS

         Payments  will be made by VeriSign as outlined in Attachment I with the
         initial  payment  due  upon  agreement  execution.  and all  subsequent
         payments  due within 10 days after  receipt of a correct  invoice  from
         VENDOR.  Payments to VENDOR shall be sent to the remittance address set
         forth on VENDOR's invoice.

8.       INSURANCE.

         Without prejudice to VENDOR's liability to indemnify VeriSign as stated
         in  the  INDEMNIFICATION  provision  of  this  Contract,  VENDOR  shall
         procure, at its expense,  and maintain for the duration of the Contract
         the insurance  policies  described below with  financially  responsible
         insurance companies,,  with policy limits not less than those indicated
         below.  Notwithstanding any provision contained herein, the VENDOR, and
         its  employees,  agents,  representatives,  consultants  and lower-tier
         subcontractors and suppliers,  are not insured by VeriSign, and are not
         covered under any policy of insurance that VeriSign has obtained or has
         in place.

              Special Provisions Applicable to VENDOR's Insurance coverage:

                  8.1      Additional  Insured - VENDOR shall have all policies,
                           except  Workers'   Compensation,   endorsed  to  name
                           VeriSign as an Additional Insured with respect to the
                           work to be performed by the VENDOR.

                  8.2      Deductibles  - Subject to the  reasonable  review and
                           approval of VeriSign,  VENDOR may arrange deductibles
                           or  self-insured  retention  as part of the  required
                           insurance  coverage.  However, it is expressly agreed
                           that all deductibles or self-insured  retention's are
                           the sole responsibility of the VENDOR.

                  8.3      Adequacy of Insurance Limits - The insurance coverage
                           limits    stated    below   are   minimum    coverage
                           requirements,  not limits of liability, and shall not
                           be construed in any way as  VeriSign's  acceptance of
                           responsibility of the VENDOR.

                  8.4      Certificates  of Insurance - Prior to commencement of
                           any work under this Basic  Ordering  Agreement  , the
                           VENDOR shall furnish  VeriSign with  Certificates  of
                           Insurance,   in  a  format  acceptable  to  VeriSign.
                           evidencing  the insurance  coverage  required in this
                           Contract and containing the following information:

                           o        Identify VeriSign as an "Additional Insured"
                                    with respect to all policies except Workers'
                                    Compensation and employers' liability.

                           o        State that the underwriters of the pertinent
                                    policies  agree to provide  VeriSign with at
                                    least 30 days  prior  written  notice of any
                                    cancellation   or  material  change  in  the
                                    coverage.

                                    COVERAGE

                               (a)  Workers'   Compensation   -  Insurance   for
                                    statutory   obligations   imposed   by   law
                                    including, where applicable,  coverage under
                                    United  States   Longshoremen's  and  Harbor
                                    Workers' Act and Jones Act. (if  applicable,
                                    Defense Base Act for those employees working
                                    on a U.S. Military  installation  outside of
                                    the United States).

                               (b)  Employers  Liability - Insurance with limits
                                    of $1,000,000  for bodily injury by accident
                                    and $1,000,000 for bodily injury by disease,
                                    including, if applicable,  maritime coverage
                                    endorsement.

                               (c)  Commercial General Liability - (Standard ISO
                                    occurrence  form) - including  products  and
                                    completed  operations  coverage,  full  fire
                                    legal liability and  contractual  liability,
                                    with a per occurrence limit of $1,000,000.

                               (d)  Business  Auto   Liability  -  Coverage  for
                                    bodily injury and property damage  liability
                                    for all owned, hired or non-owned  vehicles,
                                    with an each accident limit of $1,000,000.

9.       PROPRIETARY RIGHTS.

         9.1      Ownership  of  Deliverables.   Except  as  otherwise  provided
                  herein,  VeriSign shall own all  Deliverables and all elements
                  thereof including, without limitation, revisions, enhancements
                  and updates  thereto,  forms,  images,  audiovisual  displays,
                  text, and Software (in electronic or other documentary form) -
                  made in the course of this  Agreement,  and all such  material
                  shall be  considered  work  made for hire for  VeriSign  under
                  United States copyright law (17 U.S.C.  Section 101 et. seq.).
                  VeriSign   shall   exclusively   own  all  United  States  and
                  international  copyrights and all other Intellectual  Property
                  Rights in all elements of Deliverables. Excluding any Software
                  owned by PVI, as set forth in section  9.2 and 9.3,  PVI shall
                  deliver software in source and object form. PVI shall have the
                  full  and  complete   responsibility  to  obtain  any  rights,
                  licenses,   clearances,    releases   or   other   permissions
                  incorporated  into the  Deliverables  as  contemplated by this
                  Agreement. VeriSign shall own the Global Voice Registry System
                  and PVI shall have no right, title or interest in or to same.

                  9.1.1    Vesting  of Rights.  To the extent  that title to any
                           portion of the  Deliverables  contemplated by section
                           9.1  above  may not,  by  operation  of law,  vest in
                           VeriSign or such work(s) may not be considered  works
                           made for hire, all rights, title and interest therein
                           are hereby  irrevocably  assigned  to  VeriSign.  All
                           materials  so assigned  shall belong  exclusively  to
                           VeriSign, and VeriSign shall have the right to obtain
                           and  to   hold   in   its   own   name,   copyrights,
                           registrations,  or such  other  protection  as may be
                           appropriate to the subject matter, and any extensions
                           and renewals thereof. PVI shall give VeriSign and any
                           person   designated  by  VeriSign   such   reasonable
                           assistance, at VeriSign's expense, as may be required
                           to perfect the rights defined in this paragraph.

         9.2      Ownership of the PVI Business  Connect  System.  PVI shall own
                  the PVI  Business  Connect  System  and all  elements  thereof
                  including,  without  limitation,  revisions,  enhancements and
                  updates thereto,  forms, images.  audiovisual displays,  text,
                  and Software (in electronic or other  documentary  form).  PVI
                  shall  exclusively  own all United  States  and  international
                  copyrights and all other  Intellectual  Property Rights in all
                  elements of the PVI Business Connect System.

         9.3      Pre-existing   Works.   The  Parties   shall  each  own  their
                  Pre-existing   Works.   In  the  event  that  any  Deliverable
                  constitutes either a Pre-existing Work or a Derivative Work of
                  any Pre-existing Work, PVI shall disclose this fact in writing
                  to VeriSign,  together with a description of (1) the nature of
                  such  Pre-existing  Work (2) its owner (3) any restrictions or
                  royalty  terms  applicable  to PVI's use of such  Pre-existing
                  Work  or  VeriSign's  exploitation  of  the  Deliverable  as a
                  Derivative Work thereof, and (4) the source of PVI's authority
                  to employ  the  Pre-existing  Work in the  preparation  of the
                  Deliverable.

         9.4      Grant of License.
                  ----------------

                  9.4.1    PVI  Grant.  PVI  hereby  grants to  VeriSign  a: (a)
                           perpetual, non-exclusive,  royalty-free, irrevocable,
                           worldwide  right and  license  for  VeriSign  to use,
                           execute,  and display all or part of the PVI Busienss
                           Connect System as incorporated into any Deliverable-,
                           and (b) a  non-exclusive  right to reproduce  and use
                           Documentation provided by PVI which is related to the
                           PVI   Business   Connect   System  for   purposes  of
                           facilitating   VeriSign's   permitted  uses  of  such
                           system; (c) regional  databases  developed by PVI for
                           use,  in  connection  with the PVI  Business  Connect
                           System,  provided,  however,  that  VeriSign will not
                           allow the disclosure of the complete  database to any
                           third  party,  unless  such third party has agreed in
                           writing  to  maintain  the   confidentiality  of  the
                           database. PVI further grants to VeriSign a perpetual,
                           non-exclusive,    irrevocable,    and    royalty-free
                           worldwide   right  and   license  to  use  any  PVI's
                           Intellectual  Property to the extent  provided by PVI
                           and required for VeriSign to exploit the Deliverables
                           and exercise its full - rights in the Deliverables.

                  9.4.2    VeriSign  Grant.  VeriSign  hereby  grants  to  PVI a
                           world-wide,  royalty-free,  non-exclusive  license to
                           use any  Deliverable  solely for  purposes of product
                           awareness,  marketing  and general  promotion  of the
                           Business Connect/GVR service.

         9.5      Third  Party  Works.  To the  extent  PVI  uses  or  otherwise
                  incorporates  third  party  software  or works  ("Third  Party
                  Works") in the Deliverables,  PVI shall cause VeriSign to have
                  and   obtain   the   perpetual,   irrevocable,   nonexclusive,
                  worldwide, royalty-free right and license to (1) use, execute,
                  reproduce,   display,   perform,   distribute   internally  or
                  externally, sell copies of, and prepare Derivative Works based
                  upon the Third Party Work,  and (2)  authorize  or  sublicense
                  others from time to time to do any or all of the foregoing. In
                  the event that any portion of any Deliverable includes a Third
                  Party Work for which PVI cannot  grant to VeriSign  the rights
                  set forth in this section.  PVI shall specify in an exhibit to
                  this Agreement,  executed in writing by both parties:  (i) the
                  nature of the such Third Party Work; (ii) its owner, (iii) any
                  restrictions   or  royalty   terms   applicable  to  PVI's  or
                  VeriSign's  use of such Third Party  Work;  (iv) the source of
                  PVI's  authority to employ the Third Party Work in preparation
                  of such Deliverable;  and (v) a copy of the documents granting
                  or authorizing  PVI's use of the Third Party Work for purposes
                  of this Agreement.

         9.6      Inventions

                  9.6.1    Invention  Defined.  An  "Invention"  shall  mean any
                           idea,   design,   concept,   technique,    invention,
                           discovery or improvement,  whether or not patentable,
                           made either (i) solely or jointly by PVI and/or PVI's
                           employees;  or  (ii)  jointly  by  PVI  and/or  PVI's
                           employees with one or more employees of VeriSign,  to
                           the extent any of the  foregoing is (a)  conceived or
                           reduced to practice during the term of this Agreement
                           and  in  the   performance  of  any  work  under  any
                           Statement   of   Work;   (b)  is   included   in  any
                           Deliverable;  and (c) is not wholly  embodied  in the
                           PVI Business Connect System.


                  9.6.2    Vesting of Rights. PVI hereby assigns to VeriSign all
                           Inventions,   together   with   the   right  to  seek
                           protection by obtaining  patent rights  therefore and
                           to claim all rights or priority  thereunder,  and the
                           same shall become and remain the VeriSign's  property
                           whether or not such  protection is sought.  PVI shall
                           promptly  make  a  complete  written   disclosure  to
                           VeriSign  of each  Invention  not  otherwise  clearly
                           disclosed to VeriSign in the pertinent  Deliverables,
                           specifically  pointing out features or concepts  that
                           PVI believes to be new or different.  PVI shall, upon
                           VeriSign's request and at VeriSign's  expense,  cause
                           patent  applications  to be  filed  thereon,  through
                           solicitors   designated   by   VeriSign,   and  shall
                           forthwith   sign  all  such   applications   over  to
                           VeriSign, its successors, and assigns. PVI shall give
                           VeriSign and its solicitors at VeriSign's expense all
                           reasonable   assistance   in   connection   with  the
                           preparation   and  prosecution  of  any  such  patent
                           applications  and shall cause to be executed all such
                           assignments  or other  instruments  or  documents  as
                           VeriSign  may   reasonably   consider   necessary  or
                           appropriate for such purposes.

                  9.6.3    Inventions  Disclosure.  VENDOR agrees to communicate
                           and  disclose  promptly  to VeriSign  all  Inventions
                           conceived of or reduced to practice  within the scope
                           of this agreement as well as any  Inventions  related
                           to this  product  conceived of or reduced to practice
                           during  the  one  year   immediately   following  the
                           termination  of  this  Agreement.  VENDOR  agrees  to
                           safeguard the  confidentiality and proprietary nature
                           of any and all such  Inventions in the same manner as
                           that prescribed in Paragraph 23 herein.

         9.7      Avoidance of Infringement.  In performing  services under this
                  Agreement,  PVI, in its normal  course of business,  agrees to
                  avoid  designing or developing  any item that infringes one or
                  more  patents  or other  intellectual  property  rights of any
                  third  party.  If  PVI  becomes  aware  of any  such  possible
                  infringement  in the course of performing work under Statement
                  of Work, PVI shall immediately notify VeriSign in writing.


         9.8      Subcontractors.   PVI  may  use  independent   contractors  or
                  subcontractors to perform hereunder, provided, however, if PVI
                  uses any  such  third  parties:  (a) PVI  must  first  enter a
                  written  agreement with each third party  requiring that third
                  party to comply  with the terms of this  Agreement,  including
                  the confidentiality  provisions set forth herein; (b) PVI must
                  first obtain VeriSign's written consent, which consent may not
                  be unreasonably  withheld or delayed;  and (c) PVI must remain
                  responsible   for  all   obligations,   rights  and  liability
                  hereunder.

10.      ORGANIZATIONAL CONFLICT OF INTEREST (OCI)

         VeriSign has recently  reorganized  into separate  business units.  One
         business  unit,  the  Registry,  operates  under  agreements  with  the
         Department of Commerce and the Internet  Corporation for Assigned Names
         and Numbers (ICANN).  Another  business unit, the Registrar,  is one of
         several customers of the Registry.  It is imperative that the Registrar
         business  unit does not gain access to sensitive  Registry  information
         that would give it an unfair advantage over other Registry customers.

         Vendor is hereby notified that the  opportunity  for an  organizational
         conflict of interest (OCI) exists in the performance of work under this
         contract.  Consequently,  if the,  work under this  contract is for the
         Registry  business unit, or may otherwise provide Vendor with access to
         Registry sensitive information,  each individual vendor representative,
         subcontractor,  and  employee  that has access to  information  or work
         product under this  Contract or that has access to VeriSign  facilities
         under  this  contract,  shall be  required  to attend  an OCI  training
         session  provided  by  VeriSign.  Individuals  will be asked to certify
         their  understanding of the potential for conflict of interest and they
         must comply with VeriSign policies and procedures concerning such.

11.      CHANGES

         11.1    In recognition of the likelihood that the fundamental nature of
                 the work to be  accomplished  under this  Contract  may involve
                 changes  from  time to  time  in  VeriSign  project  needs  and
                 requirements,  the parties  hereby  agree that  VeriSign may by
                 written  direction,  at  any  time  during  the  course  of any
                 project,  make  changes  in any one or  more  of the  following
                 items:

                  11.1.1 The statement of work, descriptions,  or specifications
                  for  the  services,  deliverables  or  other  documents  to be
                  furnished under the Contract; or

                 11.1.2 The times or places of  performance  or  delivery of the
                 services,  deliverables or other documents to be provided under
                 the Contract.

                 11.1.3 If any such  change(s)  cause an increase or decrease in
                 the  price  of the  Contract  or  require  the  disposition  of
                 additional  intellectual prop" rights, or the time required for
                 the  performance  of any  part of the  work to be  accomplished
                 thereunder, whether or not such work is specifically identified
                 in VeriSign's written change direction  ("Change Order"),  then
                 the price, delivery schedules and other affected provision,  if
                 any,  as  applicable,  shall  be  equitably  adjusted  and  the
                 Contract   shall  be  modified  in  writing  by  both   parties
                 accordingly.

                 11.1.4 Upon receipt of  VeriSign's  written  change  direction,
                 VENDOR shall submit its written  proposal to VeriSign within 10
                 working days after  receipt of  VeriSign's  change order for an
                 equitable  adjustment to the ceiling price,  delivery schedules
                 and any other affected items, as applicable. VENDOR's shall not
                 proceed with the change order until  directed by VeriSign to do
                 so.



                  after  receipt of  VeriSign's  change  order for an  equitable
                  adjustment to the ceiling  price,  delivery  schedules and any
                  other  affected  items,  as  applicable.  VENDOR's  shall  not
                  proceed with the change order until directed by VeriSign to do
                  so.

                  11.1.5 Any proposal for an equitable adjustment shall describe
                  or  otherwise  identify  the nature,  facts and  circumstances
                  constituting the change;  the particular  elements of contract
                  performance   for  which   VENDOR  is  seeking  an   equitable
                  adjustment  due  to the  changed  requirements;  and  VENDOR's
                  proposed  equitable  adjustment to the Contract ceiling price,
                  delivery  schedules  and  other  provisions  affected  by  the
                  change.

                  11.1.6 The term "equitable adjustment" as used in this clause,
                  means a fair and  reasonable  adjustment  under  the facts and
                  circumstances  of the  particular  situation,  in the Contract
                  price, delivery schedules and/or any other Contract provisions
                  that are altered by the change,  as applicable,  plus the cost
                  of any work,  deliverables or other project  requirements that
                  will be added or deleted in  connection  with the change.  The
                  term "equitable adjustment" in this context includes the costs
                  of,   and   a    reasonable    profit    for,    the   changed
                  work/requirements,   including  the  associated   engineering,
                  testing, project management and documentation.

                  11.1.7 VENDOR and VeriSign  personnel  assigned to the project
                  shall  use  their  best  efforts  to  negotiate  any  proposed
                  equitable   adjustments  under  this  clause  in  a  fair  and
                  reasonable  manner. In the event that they are unable to reach
                  mutual  agreement after good faith  negotiations,  a period of
                  time  not to  exceed  15  calendar  days,  on the  appropriate
                  equitable  adjustment  for one or more such changes,  then the
                  matter shall be referred to the cognizant senior executive (or
                  his/her designee) of each party for appropriate resolution.

12.      STOP WORK OMER

         VeriSign may at anytime,  by written order to VENDOR with ten (10) days
         notice, require VENDOR to stop all, or any part, of the work called for
         by this  Contract for a period of up to thirty (30) days.  Upon receipt
         of such an order, VENDOR shall forthwith comply with its terms and take
         all  reasonable  steps to minimize the incidence of costs  allocable to
         the work  covered  by the order  during  the  period of work  stoppage.
         Within the thirty  (30) day period or any  extension  of that period to
         which the parties shall have agreed,  VeriSign  shall either (i) cancel
         the stop work order; or (ii) terminate the work covered by such order

         If a stop work order is canceled in writing,  VENDOR shall resume work.
         If the period of the order or any  extension  thereto  merely  expires,
         VENDOR shall contact  VeriSign and ask for directions  before  resuming
         work or treating the silence as a termination for convenience.

13.      ACCEPTANCE

         Any  reports,  deliverables,  or other data  submitted  for  VeriSign's
         approval shall be approved or  disapproved,  in writing within ten (10)
         business days after VeriSign's receipt.

14.      INDEMNIFICATION

         VENDOR and VeriSign agree to defend,  indemnify and hold each other and
         their  affiliates  harmless  from any and all  liabilities,  costs  and
         expenses,  including reasonable attorney's fees, directly arising from;
         (a) any material  breach of the Contract by  Indemnitor;  (b) negligent
         acts or omissions of the Indemnitor's  officers,  employees,  agents or
         contractors arising out of its performance of die Contract; and (c) any
         claims for  infringement  of copyrights,  trademarks,  patents or other
         proprietary   rights   arising  out  of  or  related  to   Indemnitee's
         obligations under the Contract.  Notwithstanding the foregoing,  VENDOR
         identifies  that it enjoys a license to use several third party patents
         and that under the terms of that  license,  VENDOR may perform the work
         set forth under this Agreement.  The patent licenses do not transfer to
         VeriSign  independently of VENDOR and, in the event that this Agreement
         terminates,  VENDOR shall not be obligated to indemnify  VeriSign -with
         respect to infringement actions based on VeriSign's  unlicensed use, of
         such patents.

15.      FORCEMAJEURE

         VENDOR shall not be liable for any default or delay in the  performance
         of its obligations hereunder if and to the extent such default or delay
         is  caused,  directly  or  indirectly,  by:  fire,  flood,  earthquake,
         elements of nature or acts of God; or any other  similar  cause  beyond
         the reasonable  control of VENDOR  (collectively  referred to herein as
         "Force Majeure"). Except as provided elsewhere, if VENDOR is so delayed
         in its performance, it shall promptly notify VeriSign. VENDOR shall use
         its reasonable efforts to minimize the duration and consequences of any
         delay or failure of performance resulting from a Force Majeure event.

16.      TERMINATION

                  16.1  Convenience:  Either  party may  terminate  the Contract
                  without  Default or Cause at any time upon thirty days written
                  notice to the other  Party.  However,  the Party  seeking  the
                  termination  under this section shall be  responsible  for all
                  obligations up through the date of the termination.

                  16.2  Default:  Upon  failure or neglect to comply with any of
                  the terms of this  Contract  if same is not  corrected  by the
                  breaching  party within ten (10) calendar days of such party's
                  receipt of written  demand to correct  from the  non-breaching
                  party,  then  the  non-breaching   party  may  terminate  this
                  Contract by giving seven (7) calendar days notice to the other
                  party.

                  16.3   Insolvency:   This  Contract  shall  be   automatically
                  terminated by giving written  notice  effective as of the date
                  thereof in the event either party ceases to do business in the
                  manner  contemplated  in this Contract;  or, in the event that
                  either party is adjudicated bankruptor insolvent,  or upon the
                  institution  of  any  proceedings  by or  against  it  seeking
                  relief,  reorganization or arrangement under any laws relating
                  to bankruptcy or  insolvency,  or uponany  assignment  for the
                  benefit of creditors:  or upon the  appointment  of a receiver
                  liquidator,  or trustee of any of its property or assists,  or
                  upon  the  liquidation,  dissolution,  or  winding  up of  its
                  business.

                  16.4 Effect of Termination: Termination of this Contract shall
                  not affect any proprietary data or confidentiality obligations
                  incurred under this Contract.  In the event of termination for
                  convenience,  VeriSign  will  reimburse  VENDOR  for  services
                  rendered  under this Contract  prior to the effective  date of
                  termination.

17.      AUTHORIZED REPRESENTATIVE/NOTICES

         The following  individual is  authorized  to conduct  negotiations  and
         administer  the Contract for VeriSign and all  information  or required
         notices shall be effective upon receipt by the following individual:

         Timothy G. Kegley
         Phone:  (703) 948-4475
         Fax: (703) 450-8029

The  following  individual is  VeriSign's  technical  point of contact under the
Contract:

Peter Nielsen
Phone: (703) 326-2809

The following  individual is authorized to conduct  negotiations  and administer
the Contract for VENDOR and VeriSign shall direct all notices and communications
to the following individual:

Ron Miller
Phone: (214) 265-9580
Fax: (214) 265-9663

Ile  following  individual  is  VENDOR's  technical  point of contact  under the
Contract:

Ron Miller Phone: Fax:

18. GOVERNING LAW


This Contract shall be governed and construed in all respects in accordance with
the  laws  of  the  Cornmonwealth  of  Virginia.  Both  parties  consent  to the
non-exclusive  jurisdiction  and venue in the state  courts  located in Fairfax,
Virginia  and  the  federal  courts  sitting  in  the  eastern  district  of the
Commonwealth of Virginia.

19. ASSIGNMENT OF CONTRACT

This Contract may not be assigned, in whole or in pan, nor may any assignment of
any money due or to become due be made by VENDOR without in each case, the prior
written consent of VeriSign.

20.      ENTIRE CONTRACT

         This  Contract,  including  Exhibits  A and B,  which are  incorporated
         herein by  reference,  constitutes  the  entire  Contract  between  the
         parties hereto relating to the subject matter hereof and supersedes all
         prior  oral and  written  and all  contemporaneous  oral  negotiations,
         commitments and understandings of the parties.

2 1.     MODEFICATIONS

         Except as  hereinafter  provided,  this  Contract may not be changed or
         amended except by a writing executed by both parties.

22.      WAIVER

         No delay or failure by either  party to exercise or enforce at any time
         any right or  provision of the  Contract  shall be  considered a waiver
         thereof or of such party's right thereafter to exercise or enforce each
         and every right and  provision  of the  Contract.  A waiver to be valid
         shall be in writing,  but need not be supported by consideration  shall
         constitute a continuing or subsequent waiver.

23.      LEGAL EFFECT

         If any  provision of this Contract  shall be held  illegal,  invalid or
         unenforceable, in whole or in part, such provision shall be modified to
         the minimum extent  necessary to make it legal,  valid and enforceable,
         and  the  legality,   validity  and  enforceability  of  the  remaining
         provisions are not affected thereby.

24.      CONFIDENTIAL

         Each  party   acknowledges   that  in  the  course  of  performing  its
         obligations  it will receive  information,  which is  confidential  and
         proprietary to the other. Each party agrees to protect such information
         in accordance with the terms of the Non-Disclosure Agreement,  which is
         appended hereto as Exhibit B and incorporated herein by reference.



<PAGE>


In witness  hereof,  the parties hereto have accepted and executed this Contract
as of the latest date noted below.

VENDOR                                      VERISIGN, INC.

-----------------------------------         -----------------------------------
Ron Miller, Vice President Marketing        Timothy G. Kegley, Contracts
                                            Administrator
Date:  __________________________           Date:_______________________________




<PAGE>


EXHIBIT B

VERISIGN NDA