PATENT AND SOFTWARE LICENSE AGREEMENT

THIS PATENT AND SOFTWARE LICENSE AGREEMENT ("Agreement") is made, entered into
and effective as of the latter date of execution ("Effective Date") at Glenwood,
Maryland, between Trusted Information Systems, Inc. a Delaware corporation
("TIS"), having its principal mailing address at 3060 Washington Road (Rt. 97),
Glenwood, Maryland 21738, and International Business Machines Corporation, a New
York corporation ("IBM"), having a mailing address at 500 Columbus Avenue,
Thornwood, New York 10594.


                                    RECITALS

A.   TIS is the owner of and holds exclusive rights to certain technology that
     is the subject of certain copyrights and pending and issued U.S. and
     foreign patent applications relating to cryptographic information recovery.

B.   IBM desires to have access to use such technology and/or patents and/or
     copyrights to develop and distribute Licensed Products and TIS is prepared
     to grant IBM such access and license in accordance with the terms and
     subject to the conditions hereinafter set forth.


                                    AGREEMENT

NOW, THEREFORE, in reliance on the foregoing recitals and in consideration of
the premises and mutual promises and covenants set forth herein, TIS and IBM
agree as follows:


                                 1. DEFINITIONS

The following terms when used in this Agreement, and in the exhibits hereto
shall have the following meanings:

         1.1.     "Bundled Product" means the series or group of specific
                  computer programs, software, derivative works thereof,
                  firmware, or equivalent hardware functionality, identified in
                  Exhibit "A" which, on a non-exclusive basis, incorporates
                  either (a) any portion of the TIS Object Code or (b) any New
                  Software. The term Bundled Product excludes Toolkit, Toolkit
                  Derivative, KRC, and IBM Recovery Facility.

         1.2.     "Cryptographic Information Recovery Technology" means all
                  means, methods and processes related to the recovery of
                  encrypted information through key recovery and key escrow or
                  similar or replacement means and any functionality
                  incorporated into or practiced by RecoverKey,
                  RecoverKey-International, any derivative work thereof, or any
                  Key Recovery Center.

         1.3.     "Default Certificate" means a cryptographic certificate
                  provided by a KRC or IBM Recovery Facility that is the
                  property of the KRC or IBM Recovery Facility and licensed by
                  the KRC or IBM Recovery Facility to the End-User Customer. A
                  Default Certificate may be required before a Bundled Product's
                  or Toolkit Derivative's cryptographic capabilities will
                  function and such Default Certificate expires after a
                  specified period of time not to exceed one year.


<PAGE>


         1.4.     "Distributor" means a person or entity in the business of
                  distributing and sublicensing Licensed Products by authority
                  granted by IBM, including, but not limited to OEMs, resellers,
                  value added remarketers, dealers, and sales representatives.

         1.5.     "Documentation" means hardcopy and/or softcopy versions of
                  printed materials and any updates thereto which TIS provides
                  for use with any TIS Software licensed under this Agreement.

         1.6.     "End-User Customer" means a person or entity having license
                  rights to a Bundled Product or a Toolkit Derivative, KRC, or
                  IBM Recovery Facility from IBM, its Subsidiaries,
                  Distributors, or Toolkit Licensees

         1.7.     "IBM Recovery Facility" means a facility designed or
                  manufactured, other than by TIS, by or for IBM or its
                  Subsidiaries and identified in Exhibit "A" that may: (i)
                  provide a series or group of specific computer programs,
                  software, derivative works thereof, firmware, or equivalent
                  hardware functionality, which, on a non-exclusive basis,
                  incorporates either (a) any TIS Software or (b) any New
                  Software to permit users of Licensed Products to register,
                  receive KRC Certificates, or obtain information in various
                  contingencies; and (ii) provide consulting and support
                  services ancillary thereto. It is contemplated that this
                  Agreement may encompass additional IBM Recovery Facilities at
                  some future date. IBM may add or delete IBM Recovery
                  Facilities to or from Exhibit "A" by providing written notice
                  to TIS of such additions and such additional IBM Recovery
                  Facilities shall be automatically licensed pursuant to the
                  terms and conditions of this Agreement.

         1.8.     "IBM Recovery Facility Licensee" means any third party which
                  licenses an IBM Recovery Facility from IBM, its Subsidiaries,
                  or Distributors.

         1.9.     "IBM Recovery Field Format" means a field in a Bundled Product
                  or Toolkit Derivative to store recovery information that is
                  used by a Toolkit Licensee or IBM Recovery Facility.

         1.10.    "Interface Modifications" shall have the meaning set forth in
                  Section 2.4.1.

         1.11.    "Key Recovery Center(TM)" or "KRC(TM)" means: a recovery
                  facility that is either manufactured by TIS or a licensee of
                  TIS and: (i) provides software, hardware and/or other
                  technology resources to permit users to register their use of
                  RecoverKey(TM) and/or RecoverKey-International(TM), as defined
                  in Exhibit "H", to receive KRC Certificates and to obtain
                  information in various contingencies, and (ii) may provide
                  consulting and support services ancillary thereto.

         1.12.    "KRC Certificate" means a cryptographic public key certificate
                  provided by a Key Recovery Center or an IBM Recovery Facility,
                  including but not limited to a Default Certificate, that
                  permits key recovery by End-User Customers or other authorized
                  users.

         1.13.    "Key Recovery Center Licensee" means any third party that
                  sublicenses a KRC from IBM, its Subsidiaries, or Distributors.

         1.14.    "Key Recovery Field" or "KRF" or "Key Recovery Field Format"
                  means the technical means by which Bundled Products or Toolkit
                  Derivatives will generate a field containing information
                  described in Exhibit "B". At a minimum, such field would
                  contain information or an encryption key encrypted using a
                  public key that was issued by a KRC or an IBM Recovery
                  Facility.

         1.15.    "KRF Requirement Mechanism" means a technical method for
                  requiring the inclusion of KRF(s) upon encryption of
                  information.

         1.16.    "KRF Tamper-Detection Mechanism" means a technical method
                  which prevents the encryption of encrypted information upon
                  detection of an altered or missing KRF.

         1.17.    "Key Recovery Technology(TM) " or "KRT(TM) " means technology
                  comprising RecoverKey(TM) and/or RecoverKey-International(TM)
                  implementations that permits End-Users Customers to register
                  their use of KRTenabled Licensed products and receive KRC
                  Certificates, and also permits users, their organizations and
                  government agencies to recover a user information in the event
                  the user's normal means of obtaining such user information are
                  unavailable. It includes the TIS Software, TIS Object Code,
                  TIS Source Code, the Patent Rights, and/or the TIS Key
                  Recovery Field Format.
<PAGE>
         1.18.    "License Fees" shall have the meaning set forth in Section
                  3.1.

         1.19.    "Licensed Product" means: a Bundled Product, Toolkit, Toolkit
                  Derivative, KRC, and/or IBM Recovery Facility.

         1.20.    "Net Revenue" for Bundled Products, Toolkits, KRCs and IBM
                  Recovery Facilities means the gross revenue amount recorded by
                  IBM or its Subsidiaries (except as otherwise provided in
                  Exhibit "D") at any time in consideration of the licensing or
                  other permitted transfer of Bundled Product Toolkits, KRCs,
                  and IBM Recovery Facilities excluding any amounts received by
                  IBM or its Subsidiaries for sales and use taxes, shipping,
                  insurance and duties, and reduced by all discounts, rebates,
                  refunds or allowances granted to Distributors, or End-User
                  Customers in the ordinary course of IBM's or its Subsidiaries'
                  business.

                  Net Revenue for Toolkit Derivatives means the gross revenue
                  amount recorded by Toolkit Licensees at any time in
                  consideration of the licensing or other permitted transfer of
                  the Toolkit Derivatives, respectively, excluding any amounts
                  received by Toolkit Licensees for sales and use taxes,
                  shipping, insurance and duties, and reduced by all discounts,
                  rebates, refunds or allowances granted to Distributors, or
                  End-User Customers in the ordinary course of any Toolkit
                  Licensee's business.

                  Net Revenue for KRC's and IBM Recovery Facilities, for the
                  purpose of Section III(B) of Exhibit "D" hereto means the
                  gross revenue amount recorded by KRC or IBM Recovery Facility
                  Licensees, as applicable, at any time in consideration of the
                  issuance of Default Certificates, the collection of User
                  Registration Fees and User Recovery Fees, excluding any
                  amounts received by KRC or IBM Recovery Facility Licensees, as
                  applicable, for sales and use taxes, shipping, insurance and
                  duties, and reduced by all discounts, rebates, refunds or
                  allowances granted to Distributors, or End-User Customers in
                  the ordinary course of any KRC or IBM Recovery Facility
                  Licensees, as applicable, business.

                  In computing Net Revenue in any of the forgoing situations,
                  credit for returns actually made or allowed to End-User
                  Customers, or Distributors may be deducted but no such
                  deductions shall be permitted for estimates or amounts
                  accumulated for future settlement with purchasers. With
                  respect to a Licensed Product that is licensed or otherwise
                  distributed by IBM, a Subsidiary, a Distributor or Toolkit
                  Licensee as part of a larger group of products, a License Fee
                  shall be due as set forth above as though the Licensed Product
                  had been licensed or distributed separately by IBM, a
                  Subsidiary, a Distributor or Toolkit Licensee; provided,
                  however, that the amount used by IBM, a Subsidiary, a
                  Distributor or Toolkit Licensee as the base net revenue for
                  the Licensed Product when licensed or distributed in this
                  manner shall not be less than the pro rata proportion of the
                  sum of each component's price if sold separately.

         1.21.    "New Software" means any computer program, software, firmware
                  or equivalent hardware functionality, developed by or for IBM
                  or its Subsidiaries which is covered by any claim of the
                  Patent Rights or which is manufactured using or incorporating
                  a process which is covered by any of the Patent Rights.

         1.22.    "Other Products" means a product manufactured by or for IBM,
                  its Subsidiaries, Toolkit Licensees and sublicensees that
                  incorporates a Key Recovery Field Format but does not include
                  TIS Software and is not otherwise covered by the Patent
                  Rights.

         1.23.    "Patent Rights" means all of the following intellectual
                  property owned, licensable to IBM by TIS, or controlled by
                  TIS, or its Subsidiaries for so long as the term of such
                  intellectual property, if any, has not expired by its terms or
                  been rendered invalid or unenforceable by a tribunal of
                  competent jurisdiction from which no further appeal was or can
                  be taken:

                  a)  All patents having claims covering Cryptographic
                      Information Recovery Technology issued or issuing on
                      patent applications entitled to an effective filing date
                      prior to ***, under which patents or the applications
                      therefor TIS or any of its Subsidiaries now has, or
                      hereafter obtains, the right to grant licenses to IBM
                      including, but not limited to the patents identified in
                      Exhibit "I" and any patents issuing from patent
                      applications identified in Exhibit "I"; and
                _______
                *** Confidential Information has been omitted and filed 
                    separately with the Commission.

<PAGE>


                  b)  Any divisionals, continuations or continuation in parts or
                      extensions of any of the aforesaid applications and any
                      patent reissuing of any of the aforesaid patents.

         1.24.    "RecoverKey(TM)" means TIS's implementation of KRT which
                  permits the decryption of an encrypted user information by a
                  KRC, which does not include KRF Tamper-Detection or KRF
                  Requirement Mechanisms.

         1.25.    "RecoverKey-International(TM)" means TIS's implementation of
                  KRT incorporating: (i) a KRF Requirement Mechanism which
                  permits a KRF Tamper-Detection Mechanism to function; and/or
                  (ii) a KRF Tamper Detection Mechanism which enables the
                  decryption of user information encrypted by TIS Software or
                  derivative work thereof containing a KRF Requirement
                  Mechanism.

         1.26.    "Subsidiary" means a corporation, company or other entity:
                  more than fifty percent (50%) of whose outstanding shares or
                  securities (representing the right to vote for the election of
                  directors or other managing authority) are, now or hereafter,
                  owned or controlled, directly or indirectly, by a party
                  hereto, but such corporation, company or other entity shall be
                  deemed to be a Subsidiary only so long as such ownership or
                  control exits; or which does not have outstanding shares or
                  securities, as may be the case in a partnership, joint venture
                  or unincorporated association, but more than fifty percent
                  (50%) of whose ownership interest representing the right to
                  make the decisions for such corporation, company or other
                  entity is now or hereafter, owned or controlled, directly or
                  indirectly, by a party hereto, but such corporation, company
                  or other entity shall be deemed to be a Subsidiary only so
                  long as such ownership or control exists.

         1.27.    "TIS Object Code" means the TIS Software in machine-readable
                  object code form, either in the form provided to IBM by TIS,
                  or in the form that results from recompiling in whole or in
                  part of the TIS Source Code after modification thereof.

         1.28.    "TIS Software" means the software computer program(s)
                  described as such in Exhibit "H" and the TIS Documentation
                  associated therewith, if any, including both the TIS Object
                  Code and TIS Source Code. "TIS Software" shall also include
                  any modifications, upgrades, and enhancements to such programs
                  as may be provided by TIS to IBM pursuant to the Maintenance
                  and Support terms (attached hereto as Exhibit "C"), and
                  Exhibit "H" shall be updated to reflect such modifications,
                  upgrades and enhancements.

         1.29.    "TIS Source Code" means the human-readable, high level
                  statement versions of the TIS Software written in a source
                  language used by programmers.

         1.30.    "Toolkit" means the series or group of specific computer
                  programs, software, firmware, or equivalent hardware
                  functionality, identified in Exhibit "A" which, on a
                  non-exclusive basis, incorporates either (a) TIS Software or
                  (b) any New Software either of which performs key or
                  information recovery functions and which is packaged, marketed
                  and licensed to be used by product developers who incorporate
                  the key or information recovery functions into such product
                  developer's products for redistribution, which Toolkit is not
                  itself permitted or intended for use by End-User Customers. It
                  is contemplated that this Agreement may encompass additional
                  Toolkits at some future date. IBM may add or delete Toolkits
                  to or from Exhibit "A" by providing written notice to TIS and
                  such additional Toolkits shall be automatically licensed
                  pursuant to the terms and conditions of this Agreement.

         1.31.    "Toolkit Derivative" means a derivative work of a Toolkit
                  compiled into object code that incorporates either (a) any
                  portion of the TIS Object Code or (b) any New Software.

         1.32.    "Toolkit Licensee" means any third party which licenses a
                  Toolkit from IBM, its Subsidiaries, or its Distributors.


                              2. GRANT OF LICENSES

         2.1.     Bundled Product Licenses. Without limiting IBM's rights to
                  bundle its products with software provided by any other
                  vendor, TIS hereby grants IBM, a non-exclusive,
                  non-transferable, perpetual and irrevocable (each except and
                  IBM hereby accepts as provided in Section 10), non-assignable
                  (except as provided in Section 10.4), worldwide license under
                  the copyrights and other intellectual property rights related
                  to the TIS Software, and under all Patent Rights to make, have
                  made modify, use, import, lease, sell, offer for sale,
                  license, sublicense and otherwise transfer Bundled Products
                  and execute, copy, reproduce, have reproduced, perform, and
                  display Bundled Products and distribute and transmit Bundled
                  Products, and to practice any method or process involved in
                  the use or manufacture of such Bundled Products.

         2.2      TIS grants to IBM a non-exclusive, non-transferable, perpetual
                  and irrevocable (each except as provided in Section 10),
                  nonassignable (except as provided in Section 10.4), worldwide,
                  royalty free right and license to use and incorporate Key
                  Recovery Field Formats in any Licensed Products or Other
                  Products and to distribute and transmit such Licensed
                  Products, or Other Products and sublicense others to do any of
                  the foregoing all subject to the limitations on sublicensing
                  set forth in this Section 2.2 and for Toolkit Licensees,
                  subject to the limitations in Section 2.11 including the right
                  of Toolkit Licensees to use and incorporate such Key Recovery
                  Field Formats in Toolkit Derivatives and to distribute and
                  transfer such Toolkit Derivatives. Such Key Recovery Field
                  Formats shall not be considered to be TIS Object Code even if
                  such TIS Object Code incorporates or uses such formats and
                  mere use, reproduction and distribution of such Key Recovery
                  Field Formats does not create a Licensed Product and,
                  therefore, does not create a corresponding royalty obligation.

         2.3.     ***

         2.4      TIS Source Code License. Subject to the restrictions specified
                  in Sections 11.13, 2.10 and 2.11, TIS hereby grants IBM, and
                  IBM hereby accepts for the purpose of creating Licensed
                  Products, a non-exclusive, perpetual and irrevocable (each
                  except as provided in Section 10), non-transferable, and
                  non-assignable (each except as provided in Section 10.4),
                  worldwide license under the copyrights and other intellectual
                  property rights (including patents) related to the TIS Source
                  Code to:

                  2.4.1.   Access, make, have made, execute, modify, use,
                           reproduce, display, perform, prepare and have
                           prepared derivative works of TIS Source Code and to
                           a) compile, and b) develop interfaces and other
                           software (all such modifications to the TIS Source
                           Code, interfaces and such other software are referred
                           to collectively as "Interface Modifications");

                  2.4.2.   Access and review the TIS Source Code in support of
                           End-User Customers, Distributors, Toolkit Licensees,
                           KRC Licensees and IBM Recovery Facility Licensees;

                  2.4.3.   Compile the TIS Source Code to create  Licensed
                           Products; and

                  2.4.4.   Maintain Licensed Products and support Distributors,
                           Toolkit Licensees, KRC Licensees, IBM Recovery
                           Facility Licensees and End-User Customers.

         2.5.     Limitations On Source Code Licenses. The limitations set forth
                  in Section 2.3 shall also be limitations of the license rights
                  granted in Section 2.4, and IBM shall have no right to use the
                  TIS Source Code except as expressly set forth under this
                  Agreement; provided further that IBM, its Subsidiaries and
                  Distributors are not permitted to sublicense TIS Source Code
                  to End-User Customers.

         2.6.     Documentation Licenses. TIS hereby grants to IBM, a worldwide,
                  non-exclusive, non-transferable, perpetual and irrevocable
                  (each except as provided for in Section 10), fully paid up
                  license with respect to the Licensed Products: (i) to use,
                  display, access, perform, transmit, distribute, execute and
                  reproduce copies of Documentation, (ii) to prepare or have
                  prepared derivative works thereof and (iii) to distribute
                  copies of such unmodified and modified Documentation.

         2.7.     Title.

                  2.7.1.   Subject to the license rights granted herein, TIS
                           shall at all times retain full and exclusive right,
                           title and ownership interest in and to the Patent
                           Rights and the TIS Software, including in and to any
                           and all of its patent, trademark, copyright, trade
                           secret or other proprietary rights therein.

                  2.7.2.   Subject to the license rights granted by TIS herein,
                           IBM shall retain full and exclusive right, title and
                           ownership interest in and to any New Software and any
                           Interface Modifications developed by IBM and any
                           other products of IBM and in and to any and all of
                           its patent, trademark, copyright, trade secret or
                           other proprietary rights therein.
                _______
                *** Confidential Information has been omitted and filed 
                    separately with the Commission.

<PAGE>

          2.8.    Retained Rights. All rights of TIS not expressly granted to
                  IBM herein are retained by TIS. There are no implied rights of
                  TIS related to the New Software or the products owned by IBM.
                  TIS shall have no implied rights to any portion of the New
                  Software, a Licensed Product or any other product
                  independently developed by IBM or licensed by IBM from a
                  source other than TIS, rights in which are not otherwise
                  retained by TIS through its ownership of the Patent Rights
                  and/or the TIS Software.

         2.9.     Immunity from Suit. TIS hereby grants to End-User Customers
                  and Distributors of any Bundled Products or any derivative
                  work thereof and Toolkits a non-exclusive, worldwide,
                  non-transferable, perpetual and irrevocable (each except as
                  provided in Section 10), non-assignable (except as provided in
                  Section 10.4), immunity from suit, and freedom from
                  infringement liability under the Patent Rights for making,
                  having made, using, selling, offering for sale, licensing,
                  leasing or otherwise transferring Bundled Products and
                  Toolkits either alone or in combination with other products or
                  apparatus and to practice any method or process involved in
                  the use of such Bundled Products and derivative works thereof
                  and Toolkits provided; however that the foregoing rights are
                  exercised in accordance with the applicable terms of this
                  Agreement or any applicable sublicense agreement.

         2.10.    Toolkit Licenses and Immunity.

                  2.10.1.  TIS hereby grants IBM a non-exclusive, perpetual
                           and irrevocable (each except as in Section 10),
                           non-transferable, non-assignable (except as provided
                           in Section 10.4), worldwide license under copyrights
                           and other intellectual property rights related to TIS
                           Software and under all Patent Rights to:

                          a)   Access, make, have made, modify, and use Toolkits
                               and execute, copy, reproduce, have reproduced,
                               perform, and display Toolkits and prepare and
                               have prepared derivative works thereof, and to
                               practice any method or process involved in the
                               use or manufacture of such Toolkits and
                               derivative works thereof;

                          b)   Lease, sell, offer for sale, import, license,
                               sublicense (only as provided in Subsection C
                               below), distribute, transmit, and otherwise
                               transfer Toolkits and derivative works thereof;
                               and

                          c)   Sublicense Toolkit Licensees to access, modify,
                               and use Toolkits and execute, copy, reproduce,
                               have reproduced, perform, and display Toolkits
                               and prepare and have prepared derivative works
                               including Toolkit Derivatives, and to practice
                               any method or process involved in the use or
                               manufacture of such Toolkits and Toolkit
                               Derivatives; and lease, sell, offer for sale,
                               import, license, sublicense, distribute,
                               transmit, and otherwise transfer Toolkit
                               Derivatives. Any sublicense rights granted to
                               Toolkit Licensees, whether directly by IBM or
                               indirectly by an IBM Subsidiary or Distributor,
                               pursuant to this Section; (i) shall be made
                               subject to the terms and conditions of Section
                               6.3 (confidentiality); (ii) shall be made subject
                               to the limitation that Toolkit Licensees cannot
                               further sublicense or distribute the Toolkits;
                               (iii) shall include the right of Toolkit
                               Licensees to execute, copy, reproduce, have
                               reproduced, perform, distribute, transmit and
                               display Toolkit Derivatives and prepare and have
                               prepared derivative works of such Toolkit
                               Derivatives and further sublicense to End-User
                               Customers directly or through Distributors any of
                               the foregoing; and (iv) shall contain provisions
                               similar to those set forth in Exhibit "E".


                  2.10.2.  Toolkit Immunity. TIS hereby grants to any Toolkit
                           Licensees and to any customers, mediate or immediate
                           of Toolkit Licensees, a non-exclusive,
                           non-transferable, perpetual and irrevocable (except
                           as provided in Section 10), non-assignable (except as
                           provided in Section 10.4.), worldwide immunity from
                           suit, and freedom from infringement liability under
                           the Patent Rights for making, having made, using,
                           selling, offering for sale, licensing, leasing and
                           otherwise transferring any Toolkit Derivatives, alone
                           or in combination with any other product or
                           apparatus, and to practice any method or process
                           involved in the use of any Toolkit Derivatives,
                           provided, however, that the foregoing rights are
                           exercised in accordance with the applicable terms of
                           this Agreement or any applicable sublicense
                           agreement.

         2.11.    KRC and IBM Recovery Facility Licenses. TIS hereby grants IBM
                  a non-exclusive, perpetual and irrevocable (each except as
                  provided in Section 10), non-transferable, non-assignable
                  (except as provided in Section 10.4), worldwide license under
                  copyrights and other intellectual property rights related to
                  TIS Software and under all Patent Rights tomake, have made,
                  modify, and use KRCs and IBM Recovery Facilities and execute,
                  copy, reproduce, have reproduced, perform, and display KRCs
                  and IBM Recovery Facilities, lease, sell, offer for sale,
                  import, license, sublicense, distribute, transmit, and
                  otherwise transfer KRCs and IBM Recovery Facilities, and to
                  practice any method or process involved in the use or
                  manufacture of such KRCs and IBM Recovery Facilities. With
                  respect to a KRC or an IBM Recovery Facility operated by IBM,
                  IBM shall be bound by the terms set forth in Exhibit "F". Each
                  sublicense agreement of a KRC or IBM Recovery Facility,
                  respectively, whether entered into directly by IBM or
                  indirectly by an IBM Subsidiary or Distributor, shall contain
                  similar provisions to those set forth in Exhibit "G".

         2.12.    KRC and IBM Recovery Facility Immunity. TIS hereby grants to
                  any KRC Licensees and IBM Recovery Facility Licensees, and to
                  any customers thereof, mediate or immediate, a non-exclusive,
                  non-transferable, perpetual and irrevocable (each except as
                  provided in Section 10), non-assignable (except as provided in
                  Section 10.4), worldwide immunity from suit, and freedom from
                  infringement liability under the Patent Rights for using KRCs
                  or IBM Recovery Facilities, alone or in combination with any
                  other product or apparatus, and to practice any method or
                  process involved in the use or manufacture of any KRC and IBM
                  Recovery Facilities provided however the foregoing rights are
                  exercised in accordance with the applicable terms of in this
                  Agreement or any applicable sublicense agreement.

         2.13.    IBM Recovery Field Formats. IBM agrees to disclose to TIS the
                  IBM Recovery Field Formats. IBM grants to TIS, a
                  non-exclusive, non-transferable, perpetual and irrevocable
                  (each except as provided in Section 10), non-assignable
                  (except as provided in Section 10.4), worldwide license under
                  copyrights in the IBM Recovery Field Formats to copy,
                  reproduce, distribute, and transmit such formats.
                  Notwithstanding the foregoing, nothing contained in this
                  Agreement shall be construed as conferring by IBM to TIS any
                  rights by implication, estoppel or otherwise, to or under
                  copyrights (other than those granted in this Section 2.13),
                  patents, trade secrets, know-how, trademarks, or trade names.

         2.14.    Extension of Licenses to Subsidiaries and Distributors. All
                  licenses herein granted under Section 2 shall include the
                  right of IBM to grant sublicenses, of or within the scope of
                  the licenses granted to it herein, to its Subsidiaries and
                  Distributors and each such sublicensed Subsidiary and
                  Distributor shall have the corresponding right to grant
                  sublicenses limited by the terms of the licenses contained
                  herein, of or within such scope, to other Subsidiaries and
                  Distributors of IBM. Each such sublicensee shall be subject to
                  the terms and conditions of this Agreement.

         2.13.    Additions to Exhibits. It is contemplated that this Agreement
                  may encompass additional Licensed Products at some future
                  dates. IBM may add or delete Licensed Products to or from
                  Exhibit "A" at any time during the term of this Agreement by
                  providing written notice to TIS and such additional Licensed
                  Products shall automatically be subject to the licenses and
                  other rights granted under the terms and conditions of this
                  Agreement..

                                3. LICENSE FEES

         3.1.     License Fees.

                  3.1.1.   Upfront License Fee. Upon execution of this
                           Agreement, IBM shall be obligated to pay TIS the
                           amount up front set forth in Exhibit "D".

                  3.1.2.   Royalty Rate. In consideration of the license,
                           immunities, and other rights granted by TIS under
                           this Agreement, IBM shall pay TIS the fees and
                           royalties set forth in Exhibit "D". There shall be no
                           minimum royalty payments except for the fees and
                           royalties set forth in Exhibit "D", and IBM shall
                           have no obligation to market any Licensed Products.

                  3.1.3.   Exceptions. IBM shall have no fees or royalty
                           obligation for copies of Licensed Products that: (i)
                           are used for IBM, its Subsidiaries', or Distributors'
                           internal use, development (other than Distributors),
                           maintenance/support activities, marketing
                           demonstrations, field testing, customer trial
                           periods, training, unsold inventory, education, or
                           backup/archival purposes; or (ii) contains only TIS
                           Software which becomes generally available by TIS to
                           third parties without a royalty or payment
                           obligation; or (iii) are used on a secondary or
                           backup machine provided that the Licensed Product is
                           not in active use on both a primary and a secondary
                           machine at the same time.

                  3.1.4.   ***. IBM may request *** for any or all Licensed
                           Products when a licensing transaction requires a ***.
                           If TIS agrees, both parties will sign a letter
                           specifying the licensing transaction and its ***.

                  3.1.5.   Maintenance Fee. IBM agrees to pay TIS the Annual TIS
                           Software Maintenance fee set forth in the applicable
                           Exhibit "D".

                 ______
                 ***       Confidential Information has been omitted and filed
                           separately with the Commission.

<PAGE>

                  3.1.6.   Quarterly Report and Remittance. Within sixty (60)
                           days of the end of each calendar quarter, IBM shall
                           furnish to TIS a complete and accurate statement,
                           indicating the quantity and Net Revenue of Licensed
                           Products licensed or otherwise transferred or
                           returned, if any, during such calendar quarter, and
                           shall accompany such statement with payment of the
                           amount of fees and royalties due. Outside of the
                           U.S., a royalty payment quarter is defined according
                           to IBM's then current administrative practices.
                           Should the administration of IBM's worldwide revenue
                           recording systems and processes materially change
                           from the system and processes described in Section
                           I.B of Exhibit "D", IBM will advise TIS as to whether
                           the time period for delivering such Quarterly Report
                           and the associated remittance may be modified to be
                           submitted in a shorter time period than is specified
                           in this Section 3.1.6.

                  3.1.7.   Annual Reporting. Within sixty (60) days of the end
                           of each calendar year, IBM shall provide TIS with a
                           cumulative statement of the Net Revenue of all
                           Licensed Products for such calendar year with the
                           same detail as required by the preceding subsection.
                           Within sixty (60) days after the expiration or
                           termination of the rights licensed herein, IBM shall
                           provide TIS with a cumulative statement of the Net
                           Revenue of all Licensed Products for the year in
                           which such termination or expiration occurs. Such
                           statements shall be accompanied by a remittance of
                           any additional payment due TIS, or a statement of
                           credit due IBM.

                  3.1.8.   Audit Provisions. IBM shall keep records in
                           accordance with generally accepted accounting
                           principles and in sufficient detail to permit the
                           determination of which products are subject to
                           royalty payments under this Agreement, the royalties
                           due TIS, and the accuracy of the information on IBM's
                           written reports. Such records shall include detailed
                           records supporting transaction relating to Licensed
                           Products. Such records shall be kept for three (3)
                           years following the due date for the report relating
                           to the reporting period to which such records
                           pertain.

                           Upon TIS's written request for an audit, IBM shall
                           permit independent auditors designated by TIS,
                           compensated (other than on a contingency basis) by
                           TIS, and approved by IBM, to examine, during ordinary
                           business hours, records, and materials of IBM for the
                           purpose of determining royalties due TIS and in such
                           a manner as not to interfere with normal business
                           activities. The auditor will sign a confidentiality
                           agreement and will only disclose to TIS any amounts
                           overpaid or underpaid for the period examined. TIS's
                           request for an audit will be provided to IBM in
                           writing and will be made at least sixty (60) days
                           prior to any audit. Such request will not occur more
                           than once each year.

                           Such audit shall be restricted to an audit of those
                           records and materials related to Licensed Products.
                           Such records and materials shall be deemed to include
                           general financial information to provide a
                           cross-check for the amount of royalties reported.

                           In the event an audit identifies an underpayment of
                           royalties by IBM, IBM shall pay an amount equal to
                           the sum of such underpayment.

                  3.1.9.   IBM will pay TIS the reasonable cost of the
                           independent auditors in the event that the audit
                           results in a finding that any statement submitted by
                           IBM has understated the royalties due TIS for the
                           period in question by ten percent (10%) or more.

                  3.1.10.  Currency. Net Revenue invoiced in a currency other
                           than United States Dollars shall, for purposes of
                           this Agreement, be converted into United States
                           Dollars on the basis of the United States Dollar
                           equivalent exchange rates according to IBM's standard
                           practices.

                  3.1.11.  Taxes. All taxes, duties, fees and other governmental
                           charges of any kind (except United States or state
                           taxes based on the net income of TIS) which are
                           levied, assessed or otherwise imposed by or under the
                           authority of any government or political subdivision
                           on any royalties payable hereunder, or any aspect of
                           this Agreement, shall be borne by IBM and shall not
                           be considered a part of, a deduction from, or an
                           offset against such royalties.

                  3.1.12.  ***



                           4. MAINTENANCE AND SUPPORT

         4.1.     Maintenance. IBM will receive from TIS Maintenance and support
                  services pursuant to the terms contained in Exhibit "C", which
                  terms are incorporated herein by reference as though repeated
                  here.

         4.2.     Support. TIS shall not be responsible for providing level one
                  support to Distributors or End-User Customers for the Bundled
                  Products or Toolkit Derivatives, but TIS shall provide level
                  one support to IBM and its Subsidiaries.

         4.3.     New Release. New releases and new versions of TIS Software
                  will be provided by TIS at no additional charge during the
                  term of this Agreement.

                                 5. MASTER COPY

         5.1.     Within thirty (30) days after the execution of this Agreement,
                  TIS shall deliver to IBM copies, in electronic or magnetic
                  form, of the TIS Software, and such other information,
                  Documentation and instructions reasonably deemed necessary by
                  TIS to enable IBM to utilize the licenses granted under this
                  Agreement (collectively, the "Master Copy"). TIS shall provide
                  additional Master Copies of revisions, updates and/or
                  enhancements, if any, to the TIS Software from time to time.

                      6. ADDITIONAL OBLIGATIONS OF LICENSEE

         6.1.     Licensed Product Marketing. IBM is authorized to represent to
                  its customers such facts about the TIS Software as TIS states
                  in its product descriptions, advertising and Promotional
                  materials.

         6.2.     License Agreement. IBM or its Subsidiaries or Distributors
                  shall provide to each End-User Customer of a Licensed Product,
                  a license agreement which is substantially similar to IBM's or
                  its Subsidiaries' then current license agreement. A copy of
                  IBM's current license agreement is attached hereto as Exhibit
                  "J".

         6.3.     Confidentiality and Marking

                  6.3.1.   Information. From time to time during the course of
                           performance of the terms and conditions of this
                           Agreement, the parties may find it necessary or
                           useful to exchange confidential information
                           ("Information"). TIS and IBM agree that all
                           disclosures of Information shall be made in
                           accordance with this Section 6.3.

                  6.3.2.   Non-disclosure. The recipient's obligations regarding
                           Information expire two (2) years after the date of
                           disclosure, except for Source Code provided
                           hereunder, for which the recipient's obligations
                           shall expire five (5) years after the date of
                           disclosure. Information shall be used only in
                           accordance with the terms of this Agreement and shall
                           not be disclosed to a third party unless such third
                           party has entered into a written confidentiality
                           agreement at least as restrictive as the terms of
                           this Section. The recipient shall protect Information
                           using the same degree of care as it uses to protect
                           its own information of a like nature and in no event
                           exercise no less than reasonable care.

                  6.3.3.   Identification. The recipient shall be obligated to
                           protect only Information: (a) disclosed in tangible
                           form clearly labeled as confidential or proprietary
                           at the time of disclosure; or (b) disclosed in
                           non-tangible form, identified as confidential or
                           proprietary at the time of disclosure, summarized in
_______
*** Confidential Information has been omitted and filed separately with
    the Commission.

<PAGE>

                           a writing, designated as confidential or proprietary,
                           delivered to the recipient within thirty (30) days
                           after the disclosure.

                  6.3.4.   Exceptions. This Agreement imposes no obligation upon
                           the recipient with respect to Information which: (a)
                           was in the possession of, or was known by, the
                           recipient prior to its receipt from the discloser,
                           without an obligation to maintain its
                           confidentiality; (b) is or becomes generally known to
                           the public without violation of this Agreement; (c)
                           is obtained by the recipient from a third party,
                           without an obligation to keep such information
                           confidential; or (d) is independently developed by
                           the recipient without use of Information. Disclosure
                           of Information is not prohibited if reasonable prior
                           notice is given to the discloser and such disclosure
                           is: (a) compelled pursuant to a legal proceeding or
                           (b) otherwise required by law.

                  6.3.5.   Disclaimer. Information is delivered "AS IS", and all
                           representations and warranties, express or implied,
                           including fitness for a particular purpose,
                           merchantability, and non-infringement are hereby
                           disclaimed. Neither party has an obligation under
                           this Agreement to sell or purchase any item from the
                           other party. The recipient does not acquire any
                           rights in Information, except the limited right to
                           use Information as described above.

                  6.3.6.   Residual Knowledge. Nothing in this Agreement is
                           intended to impose any obligations on the recipient
                           with respect to its use of Residual Knowledge.
                           "Residual Knowledge" means Information, including
                           concepts, know-how or techniques, that is retained in
                           the memories of recipient's employees who have had
                           access to Information consistent with the terms of
                           this Agreement. Recipient's use of Residual Knowledge
                           is subject to valid patents, copyrights, and
                           semiconductor mask work rights of the discloser.

                  6.3.7.   Source Code. Source Code shall only be available to
                           the employees of the recipient, its agents,
                           Subsidiaries, subcontractors or others authorized to
                           receive Source Code pursuant to this Agreement on a
                           "need to know" basis.

         6.4.     Quality and Marking Standards. Except as provided under this
                  Agreement, IBM shall not display or use in any other way any
                  TIS trademark or tradename or other copyright, patent,
                  trademark, or other TIS marking or legend. IBM will not remove
                  or receive any TIS copyright notice in TIS Source Code. IBM
                  shall comply with IBM's quality standards when making and
                  distributing Licensed Products. IBM agrees to insert within
                  the splash screen of the Licensed Product an appropriate TIS
                  marking unless such Licensed Product does not have a splash
                  screen.

                                  7. PUBLICITY

         7.1.     Cooperation. Where both parties deem appropriate, IBM and TIS
                  may engage in the following activities: joint publicity
                  releases, joint marketing materials, joint marketing calls,
                  joint trade show efforts, joint KRT lead processing, and
                  strategy coordination concerned with promoting KRT in the
                  commercial marketplace and to various domestic and foreign
                  government agencies.

         7.2.     Agreement Announcement. The parties agree that upon execution
                  of this Agreement, both parties may announce and/or confirm
                  the existence of this Agreement to the business, trade and
                  general press, or to any other person or entity provided that
                  the parties agree on the content, and date of the
                  announcement, and venue and vehicle for the announcement.

         7.3.     Approval. Neither party may publish any press release or other
                  public document which contains quotes from or any information
                  about the other party or its products without obtaining the
                  prior written consent of the other party. Notwithstanding any
                  of the foregoing, TIS may make factually accurate statements
                  about the compatibility of TIS products with IBM products.

         7.4.     Confidentiality of Agreement. The terms and conditions of this
                  Agreement shall be maintained in confidence as Information in
                  accordance with Section 6.3 hereof. Notwithstanding the
                  foregoing, the parties agree that TIS may file this Agreement
                  with appropriate governmental authorities subject to
                  appropriate confidentiality provisions to the extent
                  available.

                       8. LIMITED WARRANTY AND DISCLAIMER

         8.1      Both parties represent and warrant that they have the
                  authority to enter into this Agreement and perform the
                  obligations hereunder.

                  8.1.1.   TIS represents and warrants that to the best of its
                           knowledge the TIS Software does not contain any
                           Harmful Code. For the purposes of this Agreement,
                           "Harmful Code" means computer programming code that
                           is intentionally constructed with the ability to
                           damage, interfere with or otherwise adversely affect
                           computer programs, data files, or hardware without
                           the consent or intent of IBM, or any other authorized
                           licensee, which includes, but is not limited to,
                           self-replicating and self-propagating programming
                           such as viruses, worms and Trojan horses.

                  8.1.2.   TIS represents and warrants that the media on which
                           the TIS Software is recorded will be free from
                           defects in materials and workmanship for a period of
                           ninety (90) days after delivery. TIS's sole liability
                           with respect to breach of this warranty is to replace
                           the defective media. Except as expressly provided in
                           this Section 8.1 and Section 9.0, TIS licenses the
                           TIS Software and Documentation to IBM on an "AS IS"
                           basis.

         8.2.     Disclaimer.

                  EXCEPT AS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED
                  REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY
                  OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
                  INFRINGEMENT ARE HEREBY DISCLAIMED.

                9. LIMITED INDEMNITY AND LIMITATION OF LIABILITY

         9.1.     Representation. TIS represents and warrants that: (i) TIS has
                  sufficient rights to grant the rights and/or licenses granted
                  to IBM herein; (ii) the TIS Software does not infringe any
                  copyright, patent, trademark, or misappropriate any trade
                  secret; and (iii) no claim of patent, copyright, trade secret
                  or trademark infringement has been threatened or asserted, in
                  writing, or is in litigation relating to any of the
                  intellectual property provided by TIS under this Agreement.
                  TIS shall notify IBM of written claims and litigation which
                  arise during the term of this Agreement related to the
                  foregoing on a reasonable schedule.

         9.2.     Indemnity by TIS. TIS will defend or, at its option settle, at
                  its expense, any legal proceeding brought against: (i) IBM,
                  (ii) its Subsidiaries, and (iii) at IBM's request, its
                  Distributors, Toolkit Licensees, KRC Licensees, IBM Recovery
                  Facility Licensees, and End-Users Customers by a third party
                  to the extent it is based on a claim that: (a) TIS Software or
                  any portion thereof misappropriates a third party trade
                  secret, or infringes a copyright, patent, or other
                  intellectual property right of a third party; and/or (b) that
                  TIS has no right to license the TIS Software, Patent Rights,
                  or other intellectual property rights licensed hereunder. TIS
                  will pay all damages awarded by a court of competent
                  jurisdiction attributable to such claim, provided that IBM (i)
                  provides notice of the claim promptly to TIS, (ii) gives TIS
                  control of the defense and settlement of the claim; and (iii)
                  provides at TIS' expense reasonable assistance in the defense
                  or settlement thereof; provided, that if any settlement
                  results in any ongoing liability to, or prejudices or
                  detrimentally impacts IBM, and such obligation, liability,
                  prejudice or impact can reasonably be expected to be material,
                  then such settlement shall require IBM's written consent,
                  which consent shall not be unreasonably be withheld. IBM shall
                  be permitted to participate in such defense and settlement
                  proceedings at its own expense.

         9.3.     Election. Should any TIS Software or any portion thereof
                  become the subject of a claim of infringement for which
                  indemnity is provided under Section 9, TIS may elect to: (i)
                  obtain for IBM the right to use such TIS Software; or (ii)
                  replace or modify the TIS Software so that it becomes
                  non-infringing while substantially retaining its previous
                  functionality.

         9.4.     Exception. TIS shall have no indemnification obligation for
                  any infringement or claim which results solely from: (i) use
                  of other than an unaltered version of the TIS Software, if the
                  infringement is avoided by using the unaltered version; (ii)
                  TIS's compliance with designs or specifications of IBM as
                  required by IBM; (iii) distribution of products by IBM which
                  are not distributed pursuant to, or which are distributed in
                  violation of, the terms of this Agreement; (iv) use of the
                  Patent Rights or the TIS Software in combination with software
                  not licensed hereunder where the Patent Rights or the TIS
                  Software would not itself be infringing other than in an
                  operating environment specified or contemplated by TIS; or (v)
                  any matter for which IBM has an obligation to indemnify TIS
                  hereunder.

         9.5.     Entire Liability. SECTION 9 STATES THE ENTIRE LIABILITY OF TIS
                  WITH RESPECT TO INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL
                  PROPERTY RIGHTS BY THE TIS SOFTWARE AND PATENT RIGHTS.

         9.6.     Indemnity by IBM. IBM will defend or, at its option settle, at
                  its expense any legal proceeding brought against TIS or its
                  Subsidiaries by a third party to the extent it is based on a
                  claim that portions of a Bundled Product, Toolkit or IBM
                  Recovery Facility, other than those licensed to IBM by TIS,
                  infringes a patent, copyright or other intellectual property
                  right of a third party or misappropriates a third party trade
                  secret. IBM will pay all damages awarded by a court of
                  competent jurisdiction attributable to such claim, provided
                  that TIS: (i) provides notice of the claim promptly to IBM,
                  (ii) gives IBM control of the defense and settlement of the
                  claim; (iii) provides at IBM's expense reasonable assistance
                  in the defense or settlement thereof; provided, that if any
                  settlement results in any ongoing liability to, or prejudices
                  or detrimentally impacts TIS, and such obligation, liability,
                  prejudice or impact can reasonably be expected to be material,
                  then such settlement shall require TIS's written consent,
                  which consent shall not be unreasonably be withheld. TIS shall
                  be permitted to participate in such defense and settlement
                  proceedings at its own expense.

         9.7.     Election. Should any IBM Recovery Field Formats become the
                  subject of a claim of infringement for which indemnity is
                  provided under Section 9, IBM may elect to (i) obtain for TIS
                  the right to use such IBM Recovery Field Formats; or (ii)
                  replace or modify any such IBM Recovery Field Format so that
                  it becomes non-infringing while substantially retaining its
                  previous functionality.

         9.8.     Exclusive Remedy for Infringement. TIS and IBM hereby
                  acknowledge and agree that the Limited Indemnity set forth in
                  this Section 9 sets forth the total liability and the sole and
                  exclusive remedy of each party with respect to the other party
                  relating to claims of infringement of any third party
                  intellectual property by any materials, information, or
                  intellectual property licenses pursuant to this Agreement, as
                  well as for any breaches of this Agreement by a party of the
                  intellectual property-related representations and warranties
                  contained in Sections 8 and 9 hereof.

         9.9.     Limitation of Liability.  Except for express undertakings to
                  indemnify under this Agreement:

                  9.9.1.   Cumulative Payments. Each party's liability to the
                           other for claims relating to this Agreement whether
                           for breach or in tort, or otherwise, shall be limited
                           to the cumulative payments required to be made by IBM
                           to TIS during the term of this Agreement for the
                           Licensed Products related to the claims.

                  9.9.2.   Mutual Waiver of Damages. IN NO EVENT WILL EITHER
                           PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
                           SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN
                           CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT
                           (INCLUDING LOSS OF PROFITS, USE, DATA, OR OTHER
                           ECONOMIC ADVANTAGE).

                           Except for KRC's that TIS operates, TIS is not liable
                           for the acts of any KRC or its operators.

                            10. TERM AND TERMINATION

         10.1.    Term. This Agreement shall be effective as of the Effective
                  Date and shall continue in full force and effect until the
                  expiration of the last to expire of the Patent Rights licensed
                  hereunder, unless sooner terminated pursuant to the provisions
                  of this Agreement. All licenses granted in this Agreement
                  shall be perpetual.

         10.2.    Termination. IBM may terminate the licenses of copyright and
                  patents granted hereunder pursuant to this Agreement at any
                  time by delivering written notice to TIS at least *** prior to
                  the Effective Date of termination. After *** TIS may terminate
                  this Agreement by delivering six (6) months prior written
                  notice to IBM in the event that IBM during the immediately
                  preceding ***. In addition, either party shall be entitled to
                  terminate any of the license rights granted pursuant to this
                  Agreement at any ***.
 _______
*** Confidential Information has been omitted and filed separately with
    the Commission.

<PAGE>

         10.3.    Insolvency. In the event that any party be adjudged insolvent
                  or bankrupt, or upon the institution of any proceedings by or
                  against it seeking relief, or arrangement under any laws
                  relating to insolvency, or upon any assignment for the benefit
                  of creditors, or upon the appointment of a receiver,
                  liquidator or trustee of any of its property or assets, or
                  upon the liquidation, dissolution or winding up of its
                  business, then and in any such event the license rights
                  granted pursuant to this Agreement may forthwith be terminated
                  by the other party upon giving written notice thereof at any
                  time after such event, and upon the giving of such notice the
                  license rights granted pursuant to this Agreement shall
                  terminate forthwith.

         10.4.    Assignment. The Agreement may not be assigned by operation of
                  law or otherwise, to any entity except to a Subsidiary or a
                  successor entity of a party without the prior written consent
                  of the other party. Such consent shall not be unreasonably
                  withheld by the other party. Any such purported assignment
                  without the other party's prior written consent shall be void
                  and of no effect. Neither TIS or any subsequent assignee or
                  exclusive licensee of the Patent Rights shall assign any of
                  the Patent Rights or grant any exclusive licenses thereunder
                  unless such assignment or license grant preserves the licenses
                  and other rights granted to IBM and its sublicensees under
                  this Agreement.

         10.5.    Effect of Termination. Upon the expiration or termination of
                  the license rights granted pursuant to this Agreement, the
                  license rights granted pursuant to this Agreement shall cease
                  and terminate within *** of such termination (except as
                  provided below) and the remaining provisions hereof (including
                  without limitation the obligations to pay outstanding royalty
                  obligations to TIS of Section 3.1.2, the confidentiality
                  provisions of Section 6.3 and the obligations under Sections
                  2.9 and 2.10.2) shall remain in full force and effect. All
                  licenses and immunities granted to IBM and its Subsidiaries
                  for internal use, End-User Customers, Distributors, Toolkit
                  Licensees, KRC Licensees, and IBM Recovery Facility Licensees
                  and any customers thereof prior to termination shall remain in
                  all force and effect. When the copyright license rights
                  granted pursuant to this Agreement are terminated for any
                  reason within a period of *** from such termination, IBM shall
                  cease making copies of, using in any way, distributing or
                  licensing the TIS Software and the Licensed Products
                  incorporating TIS Software, excepting as to sublicenses
                  previously granted which have not expired and excepting as to
                  such copies of Licensed Products necessary to fill orders
                  placed with IBM prior to such expiration or termination and
                  IBM shall be obligated for royalty payments for such period.
                  IBM shall return the Master Copy to TIS as soon as practicable
                  after such expiration or termination and shall destroy or
                  deliver to TIS all copies of the TIS Software and all written
                  materials relating thereto.

                          11. MISCELLANEOUS PROVISIONS

         11.1.    Governing Laws; Resolution of Problems; Suits.

                  11.1.1.  The laws of the State of N.Y. (irrespective of its
                           choice of law principles) shall govern the
                           enforceability and validity of this Agreement, the
                           construction of its terms, and the interpretation and
                           enforcement of the rights and duties of the parties
                           hereto.
_______
*** Confidential Information has been omitted and filed separately with
    the Commission.

<PAGE>


                  11.1.2.  Representative. Within 30 days of the Effective Date,
                           each party shall designate one or more
                           representatives to act as liaison and agreement
                           coordinator ("Agreement Coordinator") for the
                           purposes of this Agreement. Such representatives may
                           change upon written notice to the other party.

                  11.1.3.  Internal Dispute Resolution. In the event of any
                           problem, claim, or dispute arising from, out of, or
                           based upon this Agreement, except as expressly
                           provided for in Section 10.2, or the business
                           relationship between the parties, the aggrieved party
                           shall promptly notify the other party of the
                           existence of the problem, claim, or dispute, and such
                           other party shall promptly undertake all reasonable
                           efforts, including but not limited to, submitting
                           such problem, claim or dispute for resolution to a
                           Manager (as defined below) of each Agreement
                           Coordinator. For the purposes of this Section
                           "Manager" shall mean someone in the management chain
                           of the applicable Agreement Coordinator who is senior
                           to such Agreement Coordinator in terms of
                           responsibility, and who is familiar with the
                           administration of this Agreement. The Managers shall
                           make a good faith effort to resolve the dispute as
                           quickly as possible. In the event that the managers
                           cannot resolve such dispute within *** the matter may
                           at the option of either party, be submitted for
                           resolution to each party's executive with overall
                           responsibility for the subject matter in dispute.
                           Except as provided in Section 10.2, if the matter is
                           not resolved at the executive level, the parties may
                           then pursue any remedies available to them in law or
                           equity.

                  11.1.4.  Each party agrees to *** concerning this Agreement.

         11.2.    Binding upon Successor and Assigns. Each and all of the
                  covenants, terms, provisions, and agreements contained herein
                  shall be binding upon, and inure to the benefit of, the
                  permitted successors, representatives, administrators and
                  permitted assigns of the parties hereto.

         11.3.    Severability. If any provision of this Agreement or the
                  application thereof to any person or circumstances shall, for
                  any reason and to any extent, be void or unenforceable, the
                  application of the remainder of this Agreement to such person
                  or circumstances and the application of such provision to
                  other persons or circumstances shall be interpreted so as best
                  to reasonably reflect the intent of the parties hereto. The
                  parties further agree to replace such void or unenforceable
                  provisions of this Agreement with valid and enforceable
                  provisions which will achieve, to the extent possible, the
                  economic, business and other purposes of the void or
                  unenforceable provisions.

         11.4.    Entire Agreement. This Agreement and the exhibits hereto
                  constitute the entire understanding and agreement of the
                  parties hereto with respect to the subject matter hereof and
                  supersede all prior and contemporaneous agreements or
                  understandings, inducements or conditions, express or implied,
                  written or oral, between the parties with respect hereto.

         11.5.    Counterparts. This Agreement may be executed in any number of
                  counterparts, each of which shall be an original as against
                  any party whose signature appears thereon and all of which
                  together shall constitute one and the same instrument. This
                  Agreement shall become binding when one or more counterparts
                  hereof, individually or taken together, shall bear the
                  signatures of all of the parties reflected hereon as
                  signatories.

         11.6.    Expenses. Each party shall pay its own costs and expenses
                  incurred with respect to the negotiation, execution and
                  delivery of this Agreement and the exhibits hereto. Except as
                  otherwise expressly provided in this Agreement, each party
                  shall be solely responsible for all of its costs, salaries and
                  other expenses incurred in connection with the performance of
                  its obligations hereunder, and the other party shall not have
                  any liability, obligation or responsibility whatsoever
                  therefor.

_______
*** Confidential Information has been omitted and filed separately with
    the Commission.


<PAGE>


         11.7.    Amendment and Waivers. Any term or provision of this Agreement
                  may be amended, and the observance of any term of this
                  Agreement may be waived (either generally or in a particular
                  instance and either retroactively or prospectively), only by a
                  written agreement signed by both parties.

         11.8.    No Waiver. The failure of any party to enforce any of the
                  provisions hereof shall not be construed to be a waiver of the
                  right of such party thereafter to enforce such provisions.

         11.9.    Other Remedies. Any and all remedies herein expressly
                  conferred upon a party shall be deemed cumulative and not
                  exclusive of any other remedy conferred hereby or by law, and
                  the exercise of any one remedy shall not preclude the exercise
                  of any other.

         11.10.   Notices. Whenever any party hereto desires or is required to
                  give any notice, demand, or request with respect to this
                  Agreement, each such communication shall be in writing and
                  shall be effective only if it is delivered by personal service
                  or mailed, United States certified mail, postage prepaid,
                  return receipt requested, addressed to a party at its
                  respective address set forth on page 1 hereof. Such
                  communications shall be effective when they are received by
                  the addressee thereof; but if sent by certified mail in the
                  manner set forth above in this Section 11.10, they shall be
                  effective five (5) days after being deposited in the United
                  States mail. Any party may change its address for such
                  communications by giving notice thereof to the other party in
                  conformity with this Section.

         11.11.   Construction of Agreement. This Agreement has been negotiated
                  by the parties hereto, shall be deemed to have been drafted by
                  both parties, and the language hereof shall be construed
                  neutrally and not for or against any party. A reference in
                  this Agreement to any Section shall include a reference to
                  every subsection the number of which begins with the number of
                  the Section to which reference is specifically made (e.g., a
                  reference to Section 2.1 shall include a reference to Section
                  2.1.2).

         11.12.   No Joint Venture. Nothing contained in this Agreement shall be
                  deemed or construed as creating a joint venture or partnership
                  between any of the parties hereto. No party is by virtue of
                  this Agreement authorized as an agent, employee or legal
                  representative of any other party. No party shall have the
                  power to control the activities and operations of any other
                  and their status is, and at all times, will continue to be
                  that of licensor and licensee with respect to each other. No
                  party shall have any power or authority to bind or commit any
                  other. No party shall hold itself out as having any authority
                  or relationship in contravention of this Section.

         11.13.   No Competitive Restrictions. Each party agrees that nothing in
                  this Agreement is intended to prohibit IBM from developing or
                  acquiring technology that is the same or similar to KRT
                  provided that IBM does not do so in breach of this Agreement
                  or TIS' intellectual property rights not licensed hereunder.
                  IBM is not obligated to announce or sell any product. IBM does
                  not guarantee the success of its marketing efforts.

         11.14.   Export Restrictions. This Agreement is expressly made subject
                  to any laws, regulations, orders or other restrictions on the
                  export from the United States of America of the Patent Rights,
                  the TIS Software or the Licensed Products, or of information
                  about such TIS Software or Licensed Products, which may be
                  imposed from time to time by the government of the United
                  States of America ("Export Control Laws"). Notwithstanding
                  anything contained in this Agreement to the contrary, neither
                  party shall export or re-export, directly or indirectly, any
                  Patent Rights, TIS Software or Licensed Products or
                  information pertaining thereto to any country for which such
                  government or any agency thereof requires an export license or
                  other governmental approval at the time of export or re-export
                  without first obtaining such license or approval. IBM hereby
                  agrees that it solely shall be responsible for its compliance
                  with the Export Control Laws.

         11.15.   Absence of Third Party Beneficiary Rights. No provisions of
                  this Agreement are intended nor shall be interpreted to
                  provide or create any third party beneficiary rights or any
                  other rights of any kind in any client, customer, affiliate,
                  shareholder, partner of any party hereto or any other person
                  unless specifically provided otherwise herein, and, except as
                  so provided, all provisions hereof shall be personal solely
                  between the parties to this Agreement.

         11.16.   Performance of Acts in Furtherance of this Agreement. Each
                  party shall execute, acknowledge, and deliver all such further
                  documents and do and perform all such other acts as shall be
                  reasonably necessary or appropriate to enable the other party
                  hereto to enjoy the rights granted to it under this Agreement.

         11.17.   No Other Rights Granted. No express or implied rights of any
                  kind are granted by TIS to IBM or to anyone else except for
                  those rights that are expressly set forth herein.

         11.18.   Meeting. At least semi-annually, during the period
                  commencing on the Effective Date and ending on the fifth
                  anniversary thereof upon the written notice by either party,
                  the parties will meet, at a mutually agreeable time and
                  location, to confidentiality discuss product trends, Licensed
                  Products, and other related items. The parties recognize that
                  similar field formats are beneficial to both parties,
                  therefore, the parties may discuss descriptions of field
                  formats and royalty and fee adjustments. Each party will bear
                  its own expenses regarding such meetings.

         11.19.   Conflicting Terms. If there is a conflict among the terms in
                  the various agreement documents, those of this Agreement
                  prevail over those of an Exhibit.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
indicated below:

TRUSTED INFORMATION SYSTEMS, INC.

By:      /s/ Stephen T. Walker
         --------------------------

Name:    Stephen T. Walker

Title:   President and Chief Executive Officer

Date:    January 22, 1997


INTERNATIONAL BUSINESS MACHINES CORPORATION

By:      /s/ M.C. Phelps, Jr.                  
         --------------------------            

Name:    M.C. Phelps, Jr.                      
                                               
Title:   Vice President
                                               
Date:    January 24, 1997