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                                                                  EXHIBIT 99.5

                                     [LOGO]

                                  WAVE SYSTEMS
                             CO-MARKETING AGREEMENT

This Co-Marketing Agreement (the "Agreement") is between Wave Systems with its
principal place of business at 480 Pleasant Street, Lee, MA 01238. ("Wave
Systems") and MAXIMUS, INC ("PARTNER.") with its principal place of business at
3204 Tower Oaks Blvd., Suite 200, Rockville, MD 20852. The effective date of
this Agreement May 14, 2001 ("Effective Date").

1.    Objective of Appointment. The purpose of this Agreement is to facilitate
      MAXIMUS and Wave Systems working together to identify and close joint
      business opportunities via both Parties co-marketing of the other Party's
      products and services.

2.    Appointment. Wave Systems hereby appoints MAXIMUS as a co-marketing
      partner. This appointment is non-exclusive and allows MAXIMUS to market
      Wave Systems EMBASSY Products in the Territory as defined below in
      accordance with this Agreement.

I.    DEFINITIONS

1.1   "CONFIDENTIAL INFORMATION" shall mean all nonpublic information of either
      Party, whether in human or machine readable form, concerning marketing
      plans, financial data, future products, the design and composition of
      Products, the concepts underlying the technology embodied in the Products,
      all patent applications for unissued patents, including all drafts and all
      portions thereof and excerpts therefrom, and information designated in
      writing or disclosed as such orally and confirmed in writing within 10
      days of oral disclosure as Confidential Information.

1.2   "END USER" shall mean any person or entity who licenses or purchases
      copies of the Product from Wave Systems.

1.3   "PRODUCT" OR "PRODUCTS" shall mean: the computer hardware (including
      integrated circuits), software, and services (designated for access only)
      identified in Exhibit A hereto. Software shall be provided in object code
      form only. Products also include the media on which the software is
      provided to MAXIMUS; and the user guides and manuals, if any, for use of
      the software and hardware ("Documentation"); and Updates.

1.4   "SERVICES" shall mean: the services provided by MAXIMUS through
      consulting, integration, application development, or other related
      business activities.

1.5   "OWNING PARTY" shall mean: the Party providing products to the other
      Marketing Partner for demonstration and marketing purposes.

1.6   "USING PARTY" shall man: the Party receiving products from the other
      Marketing Partner for demonstration and marketing purposes.

1.7   "TERRITORY" shall mean the United States and any other countries agreed to
      in writing by Wave Systems.

1.8   "UPDATE(S)" shall mean subsequent releases of the Products which are
      generally made available by Wave Systems under maintenance and support.

II.   JOINT MARKETING & SALES ACTIVITIES

2.1   JOINT MARKETING ACTIVITIES

      Each of the Parties agrees to use all commercially reasonable efforts to
      market the others Products and Services to End Users, where said Products
      and Services meet End User Needs via the activities listed in Exhibit A.

2.2   MARKETING EXPENSES

      In the absence of an agreement to the contrary, each Party shall bear its
      own costs and expenses in performing joint sales and marketing activities.

2.3   PUBLICITY

      All press releases, publicity, marketing or sales materials, or other
      materials developed by or on behalf of either Party under this Agreement,
      shall be subject to prior review and written approval by an executive of
      the other Party.
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2.4   MARKETING PRACTICES

      In marketing each other Products and Services, both Parties agree (i) not
      to engage in any deceptive, misleading, illegal, or unethical practices
      that may be detrimental to the other Party its Product or Services; (ii)
      not to make any representations, warranties, or guarantees to End Users,
      on behalf of the other Party or otherwise, concerning the Products or
      Services that are inconsistent with or in addition to those made in this
      Agreement or by the Owning Party; and (iii) to comply with all applicable
      federal, state, and local laws and regulations in performing its duties
      with respect to the Products and Services.

III.  TERM AND TERMINATION

3.1   TERM

      This Agreement shall become effective on the Effective Date and shall be
      valid for one (1) year (the "Term) from the Effective Date unless
      terminated earlier as set forth herein. Upon Mutual Agreement between the
      Parties, this Agreement may be renewed for additional one (1) year
      periods.

3.2   TERMINATION

      Either Party may terminate this Agreement upon

      a)    written notice if the other Party breaches this Agreement and fails
            to correct the breach within 30 days following receipt of written
            notice specifying the breach; or

      b)    ninety (90) days prior written notice.

3.3   EFFECT OF TERMINATION

      Termination of this Agreement or any license shall not limit either Party
      from pursuing any other remedies available to it, including injunctive
      relief. The Parties' rights and obligations under 2.2-2.4, and Articles
      IV, V and Exhibit B shall survive termination of this Agreement.

3.4   HANDLING OF PRODUCTS UPON TERMINATION

      If a license granted under this Agreement expires or otherwise terminates,
      each Party shall (a) cease using the applicable Products, and (b) certify
      to the other Party within one month after expiration or termination that
      they have destroyed or returned the Products and all copies. This
      requirement applies to copies in all forms, partial and complete, in all
      types of media and computer memory, and whether or not modified or merged
      into other materials.



IV.   GENERAL TERMS

4.1   NONDISCLOSURE

      Neither Party shall without first obtaining the written consent of the
      other Party disclose the terms and conditions of this Agreement. Neither
      Party shall not disclose information about the Products or Services,
      except as may be required to implement the terms of this Agreement, or as
      may be required by legal procedures or by law. Information exchanged
      between the Parties shall not be deemed to be confidential except for
      Confidential Information as defined herein and other information which the
      Parties agree in writing to keep confidential. Neither Party shall
      disclose the results of benchmark tests or other evaluations of the
      Products to any third Party without the owning Parties written approval.

4.2   GOVERNING LAW & JURISDICTION

      This Agreement, and all matters arising out of or relating to this
      Agreement, shall be governed by the laws of the State of California,
      without regard to the conflict of law principles or regard to the United
      Nations Convention on Contracts for the International Sale of Goods, and
      shall be deemed to be executed in San Jose, California.

      Any legal action or proceeding relating to this Agreement shall be
      instituted in any state or federal court in San Jose, California. Wave
      Systems and MAXIMUS agree to submit to the jurisdiction of, and agree that
      venue is proper in, the aforesaid courts in any such legal action or
      proceeding involving the interpretation or enforcement of this Agreement.
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4.3   NOTICE

      All notices, including notices of address change, required to be sent
      hereunder shall be in writing and shall be sent to the Party to receive
      the notice via certified mail, return receipt requested, or personal
      delivery (including overnight mail by private carrier) to the address
      listed above for the Party to receive the message, or at such other
      address as is specified in the foregoing manner by the Party to receive
      the Notice. Such notices shall be effective upon receipt.

4.4   SEVERABILITY

      In the event any provision of this Agreement is held to be invalid or
      unenforceable, the remaining provisions of this Agreement will remain in
      full force.

4.5   WAIVER

      The waive by either Party or any default or breach of this Agreement shall
      not constitute a waiver of any other or subsequent default or breach.
      Except for actions for nonpayment or breach of Wave Systems' propriety
      rights in the Products, no action, regardless of form, arising out of this
      Agreement may be brought by either Party more than one year after the
      cause of action ha accrued.

4.6   ASSIGNMENT

      Neither Party may assign or otherwise transfer any rights or obligations
      under this Agreement without the other Party's prior written consent,
      which shall not be unreasonably withheld, and any such attempt to do so
      shall be void.

4.7   EXPORT ADMINISTRATION

      MAXIMUS agrees to comply fully with all relevant export laws and
      regulations of the United States ("Export Laws") to assure that neither
      the Products nor any direct product thereof are (a) exported, directly or
      indirectly, in violation of Export Laws; or (b) are intended to be used
      for any purposes prohibited by the Export Laws, including, without
      limitation, nuclear, chemical, or biological weapons proliferation.

4.8   RELATIONSHIP BETWEEN THE PARTIES

      In all matters relating to this Agreement, both Parties will act as an
      independent commercial entities. Nothing in the Agreement shall be
      construed to create a partnership, joint venture or agency relationship
      between the Parties. Neither Party will represent that it has an authority
      to assume or create any obligation, express or implied, on behalf of the
      other Party, nor to represent the other Party as an agent, employee,
      franchisee, or in any other capacity.

4.9   ENTIRE AGREEMENT

      This Agreement constitutes the complete agreement between the Parties and
      supersedes all prior or contemporaneous agreements or representations,
      written or oral, concerning the subject matter of this Agreement. This
      Agreement may not be modified or amended except in writing signed by a
      duly authorized representative of each Party; no other act, docment, usage
      or custom shall be deemed to amend or modify this Agreement.


V.    LIABILITY


      EXCEPT FOR VIOLATIONS OF WAVE SYSTEMS' INTELLECTUAL OR CONFIDENTIAL
      INFORMATION, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
      SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE,
      DATA OR USE INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN
      ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY OR ANY SUCH PERSON HAS
      BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. WAVE SYSTEMS' LIABILITY
      FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY
      MAXIMUS UNDER THIS AGREEMENT, AND IF SUCH DAMAGES RESULT FROM MAXIMUS' USE
      OF THE PRODUCTS OR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO FEES PAID
      FOR THE RELEVANT PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY.
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THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN WAVE SYSTEMS AND
MAXIMUS. SIGNATURE BY THE PARTIES SIGNIFY THEIR AGREEMENT WITH THE BASIC
AGREEMENT AS WELL AS EXHIBIT A AND EXHIBT B ATTACHED HERETO.

EXECUTED BY WAVE SYSTEMS CORP.:

Authorized Signature: ____________________________
Name:  Mark Hubbard
Title: Executive Vice President -Product Operations,  Marketing & Services
Date: __________________________________________

EXECUTED BY MAXIMUS: ___________________________

Authorized Signature: __________________________
Name: __________________________________________
Title: _________________________________________
Date: __________________________________________
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                                    EXHIBIT A

                     CO-MARKETING ACTIVITIES AND AGREEMENTS

1.    JOINT MARKETING ACTIVITIES

      The Parties will cooperate in the joint marketing activities agreed to
      below as well as any others agreed to by the Parties from time to time

      i.    Advertising in a variety of publications;
      ii.   Public relations activities;
      iii.  Distribution of promotional MAXIMUS and Wave Systems literature to
            prospects;
      iv.   Additional press activities agreed to by the Parties from time to
            time;
      v.    Joint sales activities including sales calls, referenced selling,
            lead referrals, direct marketing literature, cross promotions and
            training and sales seminars.


2.    WAVE SYSTEMS WILL:

      i.    Provide MAXIMUS with "Most Favored Customer" pricing on the
            following.
            a.    Applets Developer Kit for EMBASSY (ADK)
            b.    EMBASSY integrated circuits in any platform that has it
                  embedded on.
            c.    Reasonable access (as determined by Wave Systems) to EMBASSY
                  Trust Assurance Network (TAN)
            d.    EMBASSY Operating Systems
            e.    Hardware Development Kit (HDK)
            f.    Reasonable access (as determined by Wave Systems) to Wave
                  Systems Net Commerce Engine

      ii.   Place a link to the MAXIMUS web page on the Wave Systems web page.
      iii.  Provide Systems Partner Training at no charge to MAXIMUS employees
            (at Wave Systems' Training Facility). MAXIMUS shall be solely
            responsible for all travel and living expenses for its employees who
            attend such training.
      iv.   Provide MAXIMUS with Wave Systems marketing materials
      v.    Provide MAXIMUS with invitations to display at Wave Systems booths
            at tradeshows, when such booths are available.


3.    MAXIMUS WILL:

      i.    Provide Wave systems with application (TBD) for demonstration
            purposes
      ii.   Place a link to the Wave Systems web page on the MAXIMUS web page
      iii.  Provide invitations to MAXIMUS Smart Card Training/Seminars at no
            charge to Wave Systems employees (at MAXIMUS training facility).
            Wave Systems shall be solely responsible for all travel and living
            expenses for its employees who attend such training.
      iv.   Provide Wave Systems with MAXIMUS marketing materials
      v.    Provide Wave Systems with invitations to display at MAXIMUS booths
            at tradeshows, when such booths are available.
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                                    EXHIBIT B

                    PRODUCT LICENSE, INDEMNITY AND WARRANTIES

1.1   MARKETING LICENSE

      Each Party grants the other a non-exclusive, nontransferable license to
      use the its Products identified in Exhibit A as follows:

      i.    to use the Products solely for demonstration and internal training
            of personnel to promote the sale of each other products and services
            to End Users.
      ii.   To use the Documentation provided with the Products in support of
            authorized uses of the Products as defined in this agreement; and
      iii.  To use the software Products in accordance with the terms and
            conditions of the user license provided with such software.

1.2   LIMITATIONS ON USE

      Neither Party shall duplicate the Products (including the Documentation)
      or use them for any purpose not authorized hereunder. Neither Party shall
      (a) use the products for its internal use in data processing or otherwise;
      (b) rent, distribute, lease or timeshare the Products or market the
      products by interactive cable or remote processing services, or otherwise,
      than as specified in this Agreement; (c) cause or permit the reverse
      engineering, disassembly, or decompilation of the Products; (d)
      manufacture or create any parts or hardware or software components or
      documentation incorporating Confidential Information for its own use for
      other use of a third Party unless expressly released by the owning Party
      in writing. Further, the Parties agree not to use the other Party's
      Confidential Information for any purpose other than the purposes
      authorized under this Agreement.

1.3   TITLE

      Each Party shall retain all title, copyright, trade secret, patent,
      trademark and other proprietary rights in its Products and all
      modifications, enhancements, and other works derived of those products.
      Neither Party shall acquire any rights, express or implied, in the others
      Products, other than those specified in this Agreement.

1.4   INFRINGEMENT INDEMNITY

      The Parties will defend and indemnity each other against any claim that
      their respective Products furnished and used within the scope of this
      Agreement infringe a United States copyright or patent provided that: a)
      the marketing Party notifies the owning Party in writing within fifteen
      (15) days of the claim; (b) the owning Party has sole control of the
      defense and all related settlement negotiations; and (c) the using Party
      provides the owning Party with the assistance, information and authority
      necessary to perform it's obligations under this section. Reasonable
      out-of-pocket expenses incurred by providing such assistance will be
      reimbursed by owning Party.

      Neither Party shall have any liability for any claim of infringement based
      on: (a) use of a superseded or altered release of Products if the
      infringement would have been avoided by the use of a current unaltered
      release of the Products provided; or (b) the combination, operation or use
      of any Products furnished under this Agreement with software, hardware or
      other materials not furnished by owning Party if such infringement would
      have been avoided by the use of the products without such software,
      hardware other materials.

      In the event the Products are held to be, or are believed, by the owning
      Party to infringe, the owning Party shall have the option, at its expense,
      to (a) modify the products to be non infringing, (b) obtain for the using
      Party a license to continue using the products; or (c) terminate the
      license for the infringing products and refund the license fees paid for
      those products, prorated over a five year term from the Commencement Date.
      This Paragraph 1.4 states the owning Parties entire liability and using
      Parties exclusive remedy for infringement or any intellectual property
      warranty.

1.5   WARRANTIES

      THE PRODUCTS AND SERVICES SUPPLIED BY BOTH PARTIES HEREUNDER ARE PROVIDED
      "AS IS" AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
      INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
      PARTICULAR PURPOSE.

      NEITHER PARTY WARRANTS THAT THE PRODUCTS WILL RUN PROPERLY ON OR WITH ALL
      SYSTEMS, THAT THE PRODUCTS MEET THE OTHER PARTY'S REQUIREMENTS, THAT THE
      PRODUCTS WILL OPERATE IN THE COMBINATIONS WHICH THE OTHER PARTY MAY SELECT
      FOR USE, THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR
      ERROR-FREE, OR THAT ALL PRODUCT ERRORS WILL BE CORRECTED.