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                                                                  EXHIBIT 10M


                     ALLIANCE AND JOINT MARKETING AGREEMENT

     This Alliance and Joint Marketing Agreement ("Agreement"), between MCI
Telecommunications Corporation ("MCI"), a Delaware Corporation, with offices at
2100 Reston Parkway, Reston VA 22091, and Information Resource Engineering
Incorporated ("IRE"), a Delaware Corporation with offices at 8029 Corporate
Drive, Baltimore, MD 21236, is made and effective on the date of the second
signature affixed hereto.

                                   WITNESSETH:

     WHEREAS, MCI and IRE desire to establish terms to govern a cooperative
program ("Program") under which MCI and IRE may jointly market certain MCI and
IRE products and services to third parties ("Customer(s)").

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises and commitments set forth below the parties agree as follows:

1.   Programs, Products and Services

     (a)  Attachment A will govern sales activity under the Program. Attachment
          A identifies the IRE products or services that are included initially
          in the Program. MCI and IRE may by joint agreement modify the pricing
          discounts or the list of its products or services included in the
          Program. For IRE products sold under the Program, IRE will provide its
          products and services to all qualified Customers (as defined in
          Attachment A) at the pricing discounts identified therein.

     (b)  Attachment B identifies the MCI services that are included initially
          in the Program. For MCI services sold under the Program MCI will offer
          the price discounts identified in Attachment B.

     (c)  Attachment C establishes terms and conditions applicable to the IRE
          products previously purchased by MCI, but which IRE may repurchase
          pursuant to this Agreement.

     (d)  The parties agree to promote, market, and advertise the existence and
          use of this IRE/MCI joint selling alliance to their respective sales
          forces. The parties also agree to promptly enter into good faith
          negotiations for completion of a contract governing IRE's provision of
          key management services through its SafeNet Security Center. For the
          term of this Agreement, MCI agrees to use its reasonable efforts to
          maintain an impartial position when prospects for services offered by
          MCI through the Alliance Program express no preference for services
          offered by a particular alliance partner.



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2.   Customer Relationships

     Post-sale Customers, unless otherwise agreed on an individual case basis,
     will have a direct relationship with MCI and IRE, for their respective
     services and goods.

3.   Order Entry

     Unless otherwise agreed by the parties:

     (a) MCI will provide order entry capability for MCI services offered in the
         Program; and

     (b) IRE will provide order entry capability for the IRE products and
         services offered in the Program.

4.   MCI Products and Services Standards

     MCI will provide MCI services, and act as the Agent for foreign PTT
     services under the Program in accordance with its then-effective
     international agreements, unless otherwise agreed with a Customer.

5.   IRE Products and Service Standards

     IRE will make its products available to Customers under the Program in
     accordance with Attachment A unless otherwise agreed with the Customer or
     MCI. IRE shall be exclusively responsible for establishing all terms and
     conditions, consistent with this Agreement, applicable to the sale of its
     products or services to Customers, including but not limited to all
     applicable warranty, maintenance, support, service and return policy
     requirements associated therewith. MCI shall not be considered a party to
     this vendor/vendee relationship, and all obligations arising out of the
     sale of IRE's products and services to Customers shall be satisfied solely
     and exclusively by IRE. IRE agrees and warrants that all products and
     services under this Program will comply with any and all applicable laws
     and regulations of all applicable jurisdictions.

6.   Program Management

     The parties will each appoint a Program Manager. The Program Managers will
     meet regularly during initial implementation of the Program. After initial
     implementation, the Program Managers will meet quarterly to update
     forecasts, improve Program management, and review strategy and Program
     performance in accordance with Attachment A.



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7.   Training

     The parties will provide sales training at no charge for their respective
     management, support, sales, and engineering personnel. This training will
     be developed and reviewed jointly and may be modified from time to time by
     mutual agreement.

8.   Term and Termination

     This Agreement shall commence on the effective date and shall terminate on
     its third anniversary, unless earlier terminated as provided below or
     extended by mutual agreement. Either party may terminate this Agreement on
     thirty (30) day's written notice to the other party. Termination shall have
     the effect of terminating the parties' obligations to continue any joint
     marketing activity hereunder. Customer contracts for provision of products
     and services that are in effect prior to the date of this Agreement's
     termination will be unaffected by a termination. Prior to the effective
     date of this Agreement's expiration and pursuant to notice, the parties
     will in good faith attempt to negotiate an appropriate transition for any
     joint sales activities underway prior the termination. Neither party shall
     have any obligation or liability to the other or to any third party by
     reason of the rightful termination or expiration of this Agreement.
     Notwithstanding anything to the contrary in this Agreement, Section 1 of
     Attachment A, including but not limited to IRE's right to purchase product
     from MCI inventory, shall survive termination of this Agreement.

9.   Confidentiality

     The parties use and disclosure of proprietary information shall be subject
     to the terms of the Nondisclosure Agreement, executed by the parties and
     attached hereto as Attachment D. Information which is disclosed orally in a
     manner which makes it apparent that it is proprietary or confidential,
     shall be deemed to have been delivered in writing and labeled as
     proprietary or confidential. The terms of this provision shall survive
     termination of this Agreement.

10.  Trademarks

     Nothing in this Agreement shall be construed to grant either party any
     rights or license in or to the other party's trademarks, service marks,
     logos and other proprietary marks ("Trademarks") other than as set forth
     herein. Neither party shall use the name, trademarks, trade names or
     service marks of the other party in any advertisement, promotional
     statement, sales literature or any other form of publicity or marketing
     without the prior written approval of the other party. The terms of this
     provision shall survive termination of this Agreement. MCI hereby
     acknowledges that it retains no right in or to the SafeNet trademark.




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11.  Indemnification

     Subject to the limitations contained in Article 14, MCI shall indemnify,
     protect and save harmless IRE, its affiliates and subsidiaries from and
     against any and all loss, liability, damage and expense, including
     reasonable attorneys' fees arising out of and to the extent any third party
     demand, claim, or suit for personal injury, including death, or damage to
     tangible property arising or related to the MCI's negligent acts or
     omissions in performing its obligations under this agreement. IRE shall
     give MCI prompt notice of any such claim and MCI shall have the sole
     authority to defend or settle any and all claims arising under this
     section. MCI shall not be liable for any settlements or compromises unless
     MCI has approved such settlements or compromises in advance or the defense
     of the claims has been tendered to MCI and it failed to promptly undertake
     the defense.

     Subject to the limitations contained in Article 14, IRE shall indemnify,
     protect and save harmless MCI, its affiliates and subsidiaries from and
     against any and all loss, liability, damage and expense, including
     reasonable attorney's fees arising out of and to the extent any third party
     demand, claim, or suit for personal injury, including death, or damage to
     tangible property arising or related solely to IRE's negligent acts or
     omissions in performing its obligations under this agreement. MCI shall
     give IRE prompt notice of any such claim and IRE shall have the sole
     authority to defend or settle any and all claims arising under this
     section. IRE shall not be liable for any settlements or compromises unless
     IRE has approved such settlements or compromises in advance or the defense
     of the claims has been tendered to IRE and it failed to promptly undertake
     the defense.

12.  Relationship of the Parties

     This Agreement is not intended to be, nor shall it be construed as, a joint
     venture, association, partnership, franchise or other form of business
     relationship. Neither party shall have nor hold itself out as having any
     right or power or authority to assume, create, or incur any expense,
     liability or obligation, expressed or implied, on behalf of the other
     party, except as expressly provided herein. Nothing in this Agreement shall
     prevent either MCI or IRE from entering into another agreement with a third
     party or any other joint marketing programs with a third party. Except as
     expressly agreed, each party shall bear its own costs and expenses incurred
     under or in conjunction with its performance of obligation contained in
     this Agreement.

13.  Notices

     All notices, demands or consents required or permitted hereunder shall be
     in writing and shall be delivered, sent by facsimile (with confirmation
     copy by mail) or telex, or mailed to the respective party's at the
     addresses first set forth in the first paragraph of this Agreement or at
     such other address as shall have been given to the other



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     party in writing for the purposes of this clause. Such notices and other
     communications shall be deemed effective upon the earliest to occur of (i)
     actual delivery, (ii) five (5) days after mailing, addressed and postage
     prepaid, returned receipt requested, as aforesaid, or (iii) one (1)
     business day after transmission by telex, telegram or facsimile where
     receipt has been confirmed by the same type of transmission or in writing
     received by the sender.


     If to MCI:     ATTN: Howard Hempenius

                    CC:  MCI General Counsel
                         1133 19th Street NW
                         Washington, DC 20036


     If to IRE:     ATTN: Jill Leukhardt

                    CC:  Bruce Thaw
                         IRE General Counsel
                         45 Banfi Plaza
                         Farmingdale, N.Y. 11735

14.  Limitation on Liability

     Neither party shall be liable to the other for indirect, incidental,
     consequential, reliance, exemplary or special damages, including without
     limitation lost profits, regardless of the form of action. Terms of this
     provision shall survive termination of this Agreement.

15.  Arbitration

     Any dispute or disagreement arising between the parties in connection with
     this Agreement, which is not settled to the mutual satisfaction of the
     parties within thirty (30) days (or such longer period as may be mutually
     agreed upon) from the date that either party informs the other in writing
     that such dispute or disagreement exists, shall be settled by arbitration
     in accordance with the J.A.M.S./ENDISPUTE Arbitration Rules and Procedures,
     as amended by this Agreement. The cost of the arbitration, including the
     fees and expenses of the arbitrator(s), will be shared equally by the
     parties unless the award otherwise provides. Each party shall bear the cost
     of preparing and presenting its case. The parties agree that this
     provision and the arbitrator's authority to grant relief shall be subject
     to the United States Arbitration Act, 9 U.S.C. 1-16 et seq. ("USAA"), the
     provisions of this Agreement, and the ABA-AAA Code of Ethics for
     Arbitrators in Commercial Disputes. The parties agree that the
     arbitrator(s) shall have no power or authority to make awards or issue
     orders of any kind except as expressly permitted by this Agreement, and in
     no event shall the



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     arbitrator(s) have the authority to make any award that provides for
     punitive or exemplary damages. The decision of the arbitrator(s) shall
     follow the plain meaning of the relevant documents, and shall be final
     and binding upon the parties. The award may be confirmed and enforced in
     any court of competent jurisdiction. All post-award proceedings shall be
     governed by the USAA.

16.  Assignment

     Neither this Agreement nor any of the rights or obligations hereunder may
     be assigned, delegated, sublicensed or otherwise transferred by either
     party without the written consent of the other party except either party
     may at its sole discretion assign, delegate or subcontract performance of
     its obligations under this agreement to any other division, subsidiary,
     affiliate or successor entity of said party; notwithstanding any such
     assignment, the assigning party shall continue to be responsible for
     performance of this Agreement in accordance with the terms of this
     Agreement unless its responsibility is expressly excused by the other
     party.

17.  Applicable Laws

     This Agreement shall be governed by and construed in accordance with the
     laws of the State of New York without reference to its choice of law
     principles.

18.  Publicity

     The parties agree to release the press announcement attached hereto as
     Attachment E upon execution by both parties of this Agreement. The parties
     agree that no other news releases, media statements, or other public
     announcements concerning the existence of this Agreement or any of its
     terms and conditions or performance obligations of the parties shall be
     made without the prior written approval of the other party. Such written
     approval, whenever granted, shall expire six months after the date on which
     approval was granted, and shall be extended beyond six months only by
     express agreement between the Parties.

19.  Effect on Prior Agreement

     The Parties hereby immediately terminate the Purchase and Maintenance
     Agreement ("PM Agreement") between MCI and IRE dated September 22, 1995,
     including its Minimum Initial Order provisions (Section VI and Schedule C).
     The Parties further agree to release each other from and against all
     actions, causes of action, claims, suits, debts, damages judgments, and
     demands whatsoever, whether matured or unmatured, whether at law or in
     equity, whether before a local, state or federal court or state or federal
     administrative agency or commission, whether now known or unknown, that
     each party now has or may have had, on behalf of it or any other person or
     entity, at any time prior to and including the date of this Agreement or



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     hereafter can, shall, or may have or claim to have, arising out of or
     relating to termination of the PM Agreement and its Minimum Initial Order
     provisions. Attachment C of this Agreement establishes terms and conditions
     applicable to the IRE products purchased by MCI pursuant to the PM
     Agreement.

20.  Miscellaneous

     (a)  No modification, amendment, supplement to, or waiver of the Agreement
     or any of its provisions shall be binding upon the parties hereto
     unless made in writing and duly signed by an authorized representative
     of the party against whom enforcement thereof is sought. A failure or
     delay of either party to this Agreement to enforce any of the
     provisions thereof, to exercise any option which is herein provided,
     or to require performance of any provision hereof shall in no way be
     construed to be a waiver of such provisions.

     (b) If any provision of this Agreement shall be declared invalid, illegal,
     or unenforceable as a matter of law, then that provision shall be deemed
     void and of no effect and the remainder of the Agreement shall survive such
     event.

     (c) The terms and conditions of any and all attachments thereto as amended
     from time to time by mutual written agreement of the parties or in
     accordance with the terms of this Agreement, are incorporated herein by
     reference and shall constitute part of this agreement as if fully set forth
     herein. This Agreement shall be construed or interpreted whenever possible
     to avoid conflict between the articles hereof and the Attachments hereto,
     provided that if such conflict shall arise, the Articles of this Agreement
     shall control.

     (d) The headings in this Agreement are for the purpose of reference only
     and shall not in any way limit or otherwise affect the meaning or
     interpretation of any of the terms hereof.

     (e) This Agreement may be executed in multiple counterparts, each of which
     shall be deemed an original, but all of which shall constitute one and the
     same instrument.

     (f) IRE agrees to indemnify and to save MCI, its officers, agents,
     employees, customers, suppliers, and vendors harmless from any and all
     losses, expense, damage, liability, claims or demands either at law or
     equity of actual or alleged infringement of any patent, invention, design,
     trade secret, trademark or copyright arising from the purchase, use or
     offering for sale of products and services provided by IRE under this
     Program, except where such infringement or alleged infringement arises by
     reason of designs for such materials or articles originally furnished to
     IRE by MCI.

     (g)  IRE shall adhere to U.S. government regulations and requirements for
     any exports of cryptographic hardware, software, or services made pursuant
     to this



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     Agreement.  All international or export shipments of IRE's products and
     services shall be the responsibility of and controlled by IRE.

21.  Entirety of Agreement

     This Agreement, together with its Attachments, constitutes the entire
     Agreement and supersedes all previous agreements, promises,
     representations, understandings, and negotiations between the parties,
     whether written or oral, with respect to the subject matter hereof.

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



     IRE CORPORATION          MCI TELECOMMUNICATIONS CORPORATION

     /s/ AA CAPUTO            /s/ JOHN C. SCARBOROUGH
     ---------------------    -----------------------
     Signature                Signature

     A A Caputo               John C. Scarborough
     ---------------------    -----------------------
     Printed or Typed Name    Printed or Typed Name

     Chairman                 Director
     ---------------------    -----------------------
     Title                    Title

        12/16/96                 11-13-96
     ---------------------    -----------------------
     Date                     Date



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                           IRE-MCI SERVICES AGREEMENT

This Services Agreement ("Agreement"), between MCI Telecommunications
Corporation ("MCI"), a Delaware Corporation, with offices at 2100 Reston
Parkway, Reston VA 22091, and Information Resource Engineering Incorporated
("IRE"), a Delaware Corporation with offices at 8029 Corporate Drive, Baltimore,
MD 21236, is made for the purpose of MCI and its affiliates reselling IRE
services to MCI's Customers and shall be effective on the date of the second
signature affixed.

In consideration of the mutual promises and commitments set forth below the
parties agree as follows:

1.   IRE Services

1.1  IRE will provide services in accordance with Attachment A at the prices
     listed in Attachment B. IRE represents and warrants that services provided
     hereunder will meet generally accepted industry standards for information
     security and key management services and will be performed in a prompt and
     professional manner. There are no warranties, expressed or implied, of
     merchantability, fitness or otherwise, which extend beyond the face of this
     Agreement.

     IRE will notify MCI if an upgrade is necessary to maintain or improve the
     security and/or functionality of the services provided by IRE hereunder.

1.2  System availability for session key generation, recording and tracking as
     well as availability for trouble shooting shall be no less than 97%, as
     calculated according to Section 2.1.1 of Attachment A.

1.3  Questions and support requests relating to the IRE Services may be made by
     either MCI or MCI's Customers. IRE shall be solely responsible for
     responding to, and will use its best efforts to resolve, MCI Customer
     technical problems and complaints related to or arising from the IRE
     services provided hereunder, and in doing so shall comply with the
     Trouble-Handling Procedures and Response Times listed in Section 6
     Attachment A.

1.4  IRE shall provide a minimum of two back up security centers to the primary
     Security Center. One security center will be collocated with the primary
     security center at IRE headquarters in Baltimore, Maryland and the other
     shall be located in Boston, Massachusetts or some other location more than
     500 miles from Baltimore. To respond to emergencies, IRE shall maintain
     replacement hardware stored in the same building as the Security Center.



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2.   Order Entry and Billing

     Orders for IRE services offered hereunder may be placed by either MCI or by
     MCI Customers.

     The prices listed in Attachment B shall only apply to services provided to
     Mellon/Dreyfus, and shall apply for the first year of this Agreement. In
     the second year, and each subsequent year, IRE may increase these prices by
     no more than 15%. IRE shall notify MCI of any price increase 60 days before
     the price increase becomes effective.

     No later than the tenth day of each month, IRE shall provide MCI in a
     mutually agreed format the number of session keys used by MCI Customers in
     the previous month, the number of MCI Customer users during the previous
     month, and other services received by MCI Customers. MCI shall pay IRE
     invoices for services within 45 days, provided that if an MCI Customer
     disputes a bill based on information provided by IRE to MCI, MCI shall have
     the right to audit IRE's records for the purpose of resolving such dispute
     and may withhold payment to IRE of the disputed amount until the dispute is
     resolved between the customer and MCI. Upon MCI's request, IRE shall
     provide backup documentation for any billing information provided to MCI
     and shall cooperate at IRE's own expense in the resolution of any dispute
     between MCI and a Customer in which billing information provided by IRE is
     at issue.

3.   Notices

     All notices, demands or consents required or permitted hereunder shall be
     in writing and shall be delivered, sent by facsimile (with confirmation
     copy by mail) or telex, or mailed to the respective party's at the
     addresses first set forth in the first paragraph of this Agreement or at
     such other address as shall have been given to the other party in writing
     for the purposes of this clause. Such notices and other communications
     shall be deemed effective upon the earliest to occur of (i) actual
     delivery, (ii) five (5) days after mailing, addressed and postage prepaid,
     returned receipt requested, as aforesaid, or (iii) one (1) business day
     after transmission by telex, telegram or facsimile where receipt has been
     confirmed by the same type of transmission or in writing received by the
     sender.

     If to MCI:     ATTN:     Howard Hempenius
                              MCI Telecommunications Corporation
                              2100 Reston Parkway, 6th Floor
                              Reston, VA 20191

                    CC:       MCI General Counsel
                              1133 19th Street NW



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                              Washington, DC 20036

         If to IRE:     ATTN: Jill Leukhardt
                              Information Resources Engineering, Inc
                              8029 Corporate Drive
                              Baltimore, MD 21236

                         CC:  Bruce Thaw
                              IRE General Counsel
                              45 Banfi Plaza
                              Farmingdale, N.Y. 11735

4.   Relationship of the Parties

     This Agreement is not intended to be, nor shall it be construed as, a joint
     venture, association, partnership, franchise or other form of business
     relationship. Neither party shall have nor hold itself out as having any
     right or power or authority to assume, create, or incur any expense,
     liability or obligation, expressed or implied, on behalf of the other
     party, except as expressly provided herein. Nothing in this Agreement shall
     prevent either MCI or IRE from entering into another agreement with a third
     party.

5.   Confidentiality

     Each party's use and disclosure of the other party's proprietary
     information shall be subject to the terms of the Nondisclosure Agreement,
     executed by the parties and attached hereto as Attachment C. Information
     which is disclosed orally in a manner which makes it apparent that it is
     proprietary or confidential, shall be deemed to have been delivered in
     writing and labeled as proprietary or confidential. The terms of this
     provision shall survive termination of this Agreement.

6.   Trademarks

     Nothing in this Agreement shall be construed to grant either party any
     rights or license in or to the other party's trademarks, service marks,
     logos and other proprietary marks ("Trademarks"). Neither party shall use
     the name, trademarks, trade names or service marks of the other party in
     any advertisement, promotional statement, sales literature or any other
     form of publicity or marketing without the prior written approval of the
     other party. The terms of this provision shall survive termination of this
     Agreement.

7.   Publicity



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     The parties agree that no news releases, media statements, or other public
     announcements concerning the existence of this Agreement or any of its
     terms, conditions, or performance obligations shall be made without the
     prior written approval of the other party. Such written approval, whenever
     granted, shall expire six months after the date on which approval was
     granted, and shall be extended beyond six months only by express agreement
     between the Parties.

8.   Limitation on Liability

     Neither party shall be liable to the other for indirect, incidental,
     consequential, reliance, exemplary or special damages, including without
     limitation lost profits, regardless of the form of action. Terms of this
     provision shall survive termination of this Agreement.

9.   Applicable Law

     This Agreement shall be governed by and construed in accordance with the
     laws of the State of New York without reference to its choice of law
     principles.

10.  Arbitration

     Any dispute or disagreement arising between the parties in connection with
     this Agreement, which is not settled to the mutual satisfaction of the
     parties within thirty (30) days (or such longer period as may be mutually
     agreed upon) from the date that either party informs the other in writing
     that such dispute or disagreement exists, shall be settled by arbitration
     in accordance with the J.A.M.S./ENDISPUTE Arbitration Rules and Procedures,
     as amended by this Agreement. The cost of the arbitration, including the
     fees and expenses of the arbitrator(s), will be shared equally by the
     parties unless the award otherwise provides. Each party shall bear the cost
     of preparing and presenting its case. The parties agree that this
     provisions and the arbitrator's authority to grant relief shall be subject
     to the United States Arbitration Act, 9 U.S.C. 1-16 et seq. ("USAA"), the
     provisions of this Agreement, and the ABA-AAA Code of Ethics for
     Arbitrators in Commercial Disputes. The parties agree that the
     arbitrator(s) shall have no power or authority to make awards or issue
     orders of any kind except as expressly permitted by this Agreement, and in
     no event shall the arbitrator(s) have the authority to make any award that
     provides for punitive or exemplary damages. The decision of the
     arbitrator(s) shall follow the plain meaning of the relevant documents, and
     shall be final and binding upon the parties. The award may be confirmed and
     enforced in any court of competent jurisdiction. All post-award proceedings
     shall be governed by the USAA.

11.  Assignment

     Neither this Agreement nor any of the rights or obligations hereunder may
     be assigned, delegated, sublicensed or otherwise transferred by either
     party without



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     the written consent of the other party except either party may at its sole
     discretion assign, delegate or subcontract performance of its obligations
     under this agreement to any other division, subsidiary, affiliate or
     successor entity of said party; notwithstanding any such assignment, the
     assigning party shall continue to be responsible for performance of this
     Agreement in accordance with the terms of this Agreement unless its
     responsibility is expressly excused by the other party. For purposes of
     this Agreement, the term "affiliate" means any person or entity directly or
     indirectly controlling, controlled by, or under common control with a
     Party.

12.  Term and Termination

     This Agreement shall commence on the effective date and shall terminate on
     its third anniversary, provided that either party may terminate this
     Agreement if the other party commits a material breach of its obligations
     hereunder and does not cure the material breach within thirty days of being
     notified thereof.

13.  Miscellaneous

13.1 No modification, amendment, supplement to, or waiver of the Agreement or
     any of its provisions shall be binding upon the parties hereto unless made
     in writing and duly signed by an authorized representative of the party
     against whom enforcement thereof is sought. A failure or delay of either
     party to this Agreement to enforce any of the provisions thereof, to
     exercise any option which is herein provided, or to require performance of
     any provision hereof shall in no way be construed to be a waiver of such
     provisions.

13.2 If any provision of this Agreement shall be declared invalid, illegal, or
     unenforceable as a matter of law, then that provision shall be deemed void
     and of no effect and the remainder of the Agreement shall survive such
     event.

13.3 The terms and conditions of any and all attachments thereto as amended from
     time to time by mutual written agreement of the parties or in accordance
     with the terms of this Agreement, are incorporated herein by reference and
     shall constitute part of this agreement as if fully set forth herein. This
     Agreement shall be construed or interpreted whenever possible to avoid
     conflict between the articles hereof and the Attachments hereto, provided
     that if such conflict shall arise, the Articles of this Agreement shall
     control.

13.4 The headings in this Agreement are for the purpose of reference only and
     shall not in any way limit or otherwise affect the meaning or
     interpretation of any of the terms hereof.



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13.5 This Agreement may be executed in multiple counterparts, each of which
     shall be deemed an original, but all of which shall constitute one and the
     same instrument.

13.6 IRE agrees to indemnify and to save MCI, its affiliates, officers, agents,
     employees, customers, suppliers, and vendors harmless from any and all
     losses, expense, damage, liability, claims or demands either at law or
     equity of actual or alleged infringement of any patent, invention, design,
     trade secret, trademark, copyright or other third party right arising from
     the purchase, use or offering for sale of products or services provided by
     IRE under this Agreement. IRE shall indemnify and hold harmless MCI, its
     affiliates, directors, officers, employees, and customers from and against
     any loss, liability, damage, or expense (including reasonable attorney's
     fees) incurred as a result of any third party demand, claim, suit or
     allegation arising out of or relating to IRE's breach of its obligations
     under this Agreement, misrepresentations, negligence, gross negligence, or
     willful misconduct. MCI shall give IRE prompt notice of any such claim, and
     IRE shall have sole authority to defend or settle any claims or actions
     hereunder.

13.7 MCI shall indemnify and hold harmless IRE, its affiliates, directors,
     officers, employees, and customers from and against any loss, liability,
     damage, or expense (including reasonable attorney's fees) incurred as a
     result of any third party demand, claim, suit or allegation arising out of
     or relating to MCI's breach of its obligations under this Agreement or
     misrepresentations. IRE shall give MCI prompt notice of any such claim, and
     MCI shall have sole authority to defend or settle any claims or actions
     hereunder.

13.8 IRE shall adhere to U.S. government regulations and requirements for any
     exports of cryptographic hardware, software, or services made pursuant to
     this Agreement.

13.9 Force Majeure.

     Neither Party shall be liable for any delay in or failure to carry out this
     Agreement if such delay or failure is due to any cause beyond the
     reasonable control of the party affected, including but not limited to
     governmental orders, regulations or restrictions, strikes, riots, wars,
     military action, or civil disorders; provided that under no circumstances
     will this provision relieve or excuse IRE from its system availability
     commitment in Section 2.1.1 of Attachment A.

14.  Entirety of Agreement

     This Agreement, together with its Attachments, constitutes the entire
     Agreement between the parties and supersedes all previous agreements,
     promises, representations, understandings, and negotiations between the
     parties, whether written or oral, with respect to the subject matter
     hereof.



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<PAGE>   15



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

IRE CORPORATION          MCI TELECOMMUNICATIONS
                         CORPORATION

/s/ JILL L. LEUKHARDT    /s/ VINTON G. CERF
----------------------   ---------------------
Signature                Signature

Jill L. Leukhardt        Vinton G. Cerf
----------------------   ---------------------
Printed or Typed Name    Printed or Typed Name

Senior Vice President    Sr VP
----------------------   ---------------------
Title                    Title

12/19/96                 12/17/96
----------------------   ---------------------
Date                     Date



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