INTELISPAN INC /WA/
SB-2/A, 2000-01-25
COMPUTER PROGRAMMING SERVICES
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<PAGE>   1


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 2000


                                                      REGISTRATION NO. 333-94291


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------


                                AMENDMENT NO. 1


                                       TO


                                   FORM SB-2

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                                INTELISPAN, INC.
              (EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

<TABLE>
<S>                          <C>                          <C>
         WASHINGTON                      7379                      91-1738902
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL       (I.R.S. EMPLOYER
    OF INCORPORATION OR      CLASSIFICATION CODE NUMBER)      IDENTIFICATION NO.)
        ORGANIZATION)
</TABLE>

                       2151 EAST BROADWAY ROAD, SUITE 211
                              TEMPE, ARIZONA 85282
                                 (480) 446-3200
         (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

                            ------------------------


                                 JAMES D. SHOOK



                 VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY

                       2151 EAST BROADWAY ROAD, SUITE 211
                              TEMPE, ARIZONA 85282
                                 (480) 446-3200
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                            ------------------------

                                   COPIES TO:

                              ROBERT S. KANT, ESQ.


                              JEAN E. HARRIS, ESQ.


                              SCOTT K. WEISS, ESQ.


                           GREENBERG TRAURIG, L.L.P.

                               ONE EAST CAMELBACK
                          PHOENIX, ARIZONA 85012-1656
                                 (602) 263-2300

                            ------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2


                                    PART II



                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 27.  EXHIBITS.


<TABLE>
<CAPTION>
EXHIBIT
  NO.                        DESCRIPTION OF EXHIBIT
- -------                      ----------------------
<C>       <S>
  3.1     Amended and Restated Articles of Incorporation of the
          Registrant
  3.2     Bylaws of the Registrant
  4.1     Specimen of Common Stock Certificate
  4.2     Specimen of Series A 10% Convertible Participating Preferred
          Stock Certificate
    5     Opinion of Greenberg Traurig, a partnership of limited
          liability entities*
 10.1     Data Communication Products or Services Agreement dated
          April 9, 1998 (and the Terms and Conditions attached thereto
          dated February 1998) by and between GridNet International,
          Inc. and the Registrant*
 10.2     Information Technology Supply Agreement dated September 10,
          1997 between Contego, LLC and Security Domain Pty Limited
 10.3     Strategic Alliance Agreement dated December 11, 1997 by and
          between Contego, LLC and GridNet International, Inc.*
 10.4     Distributor Agreement dated January 15, 1999 between
          Contego, LLC and the Registrant
 10.5     Software License and Distribution Agreement dated June 18,
          1998 by and between the Registrant and Cyclone Software
          Corporation**
 10.6     Altiga Networks, Inc. Authorized Distributor Agreement dated
          June 23, 1999 between Altiga Networks, Inc. and the
          Registrant*
 10.7     Performance Equity Plan**
 10.8     The Registrant's Severance Plan and Summary Plan
          Description**
 23.1     Consent of Greenberg Traurig, a partnership of limited
          liability entities (included in Exhibit 5)*
 23.2     Consent of KPMG LLP**
 23.3     Consents of Proposed Directors
   24     Power of Attorney of Directors and Executive Officers
          (included on Signature Page of the Registration Statement)**
 27.1     Financial Data Schedule for Fiscal Year Ended December 31,
          1997**
 27.2     Financial Data Schedule for Nine Months Ended September 30,
          1998**
 27.3     Financial Data Schedule for Fiscal Year Ended December 31,
          1998**
 27.4     Financial Data Schedule for Nine Months Ended September 30,
          1999**
</TABLE>


- -------------------------

 * To be filed by amendment.


** Previously filed.

                                      II-1
<PAGE>   3


                                   SIGNATURES



     In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of Tempe,
state of Arizona, on January 24, 2000.


                                          INTELISPAN, INC.

                                          By: /s/ TRAVIS LEE PROVOW
                                            ------------------------------------
                                              Travis Lee Provow
                                              President and Chief Executive
                                              Officer
                                                (Principal Executive Officer)


     In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.



<TABLE>
<C>                                                  <S>                             <C>
               /s/ TRAVIS LEE PROVOW                 President, Chief Executive      January 24, 2000
- ---------------------------------------------------    Officer, and Director
                 Travis Lee Provow                     (Principal Executive
                                                       Officer)

                         *                           Vice Chairman of the Board      January 24, 2000
- ---------------------------------------------------    of Directors
                  Peter A. Nelson

                         *                           Controller (Principal           January 24, 2000
- ---------------------------------------------------    Accounting Officer)
                 Brenda S. Plagge

            *By: /s/ TRAVIS LEE PROVOW
  ----------------------------------------------
                 Travis Lee Provow
                 Attorney-in-fact
</TABLE>


                                      II-2
<PAGE>   4


                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT
  NO.
- -------
<C>       <S>
  3.1     Amended and Restated Articles of Incorporation of the
          Registrant
  3.2     Bylaws of the Registrant
  4.1     Specimen of Common Stock Certificate
  4.2     Specimen of Series A 10% Convertible Participating Preferred
          Stock Certificate
    5     Opinion of Greenberg Traurig, a partnership of limited
          liability entities*
 10.1     Data Communication Products or Services Agreement dated
          April 9, 1998 (and the Terms and Conditions attached thereto
          dated February 1998) by and between GridNet International,
          Inc. and the Registrant*
 10.2     Information Technology Supply Agreement dated September 10,
          1997 between Contego, LLC and Security Domain Pty Limited
 10.3     Strategic Alliance Agreement dated December 11, 1997 by and
          between Contego, LLC and GridNet International, Inc.*
 10.4     Distributor Agreement dated January 15, 1999 between
          Contego, LLC and the Registrant
 10.5     Software License and Distribution Agreement dated June 18,
          1998 by and between the Registrant and Cyclone Software
          Corporation**
 10.6     Altiga Networks, Inc. Authorized Distributor Agreement dated
          June 23, 1999 between Altiga Networks, Inc. and the
          Registrant*
 10.7     Performance Equity Plan**
 10.8     The Registrant's Severance Plan and Summary Plan
          Description**
 23.1     Consent of Greenberg Traurig, a partnership of limited
          liability entities (included in Exhibit 5)*
 23.2     Consent of KPMG LLP**
 23.3     Consents of Proposed Directors
   24     Power of Attorney of Directors and Executive Officers
          (included on Signature Page of the Registration Statement)**
 27.1     Financial Data Schedule for Fiscal Year Ended December 31,
          1997**
 27.2     Financial Data Schedule for Nine Months Ended September 30,
          1998**
 27.3     Financial Data Schedule for Fiscal Year Ended December 31,
          1998**
 27.4     Financial Data Schedule for Nine Months Ended September 30,
          1999**
</TABLE>


- -------------------------

 * To be filed by amendment.


** Previously filed.


<PAGE>   1
                                                                     Exhibit 3.1

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                INTELISPAN, INC.


         Intelispan, Inc. (the "Corporation"), a corporation organized and
existing under the Laws of the State of Washington, originally incorporated on
September 24, 1996, and having previously adopted certain amendments to its
Articles of Incorporation duly approved by the Shareholders and/or Board of the
Corporation, sets forth the following amended and restated Articles of
Incorporation pursuant to RCW 23B.10.070.


                                    ARTICLE I
                               NAME OF CORPORATION

         The name of the Corporation shall be:   INTELISPAN, INC.


                                   ARTICLE II
                             DURATION OF CORPORATION

         The period of duration of the Corporation shall be perpetual.

                                   ARTICLE III
                              CORPORATION PURPOSES

         The purpose or purposes for which the Corporation is organized are:

         Section 1.

                  To lend and sell equipment and supplies to third parties.

         Section 2.

                  In general, to carry on any lawful business whatsoever in
connection with the foregoing which is calculated, directly or indirectly, to
promote the interests of the Corporation or to enhance the value of its
properties.



                                       1
<PAGE>   2
Section 3.

                  To engage in and carry on any lawful business or trade,
regardless of whether or not said business or trade is directly or indirectly
related to the business referred to in Section 1 of Article III and to exercise
all powers granted to a corporation formed under the Washington Business
Corporation Act, including any amendments thereto or successor statutes that may
hereinafter be enacted.

                                   ARTICLE IV
                                 CAPITALIZATION

         The aggregate number of shares which the Corporation shall have the
authority to issue is 100,000,000 shares of Common Stock having a par value of
$0.0001 per share and 10,000,000 shares of Preferred Stock with a par value of
$0.0001 per share. There shall be no other class or shares of stock in the
Corporation. The Corporation shall have the right to purchase, take, receive or
to otherwise acquire, hold, own, pledge, transfer and dispose of its own shares,
to the extent of both its unrestricted and unreserved capital surplus.

         The Preferred Stock may be issued, from time to time, in one or more
series, each of such series to have such designation and such dividend,
liquidation, conversion and other preferences, limitations, voting powers and
relative rights as are fixed by the Board of Directors from time to time.
Authority is hereby expressly vested in and granted to the Board of Directors of
the Corporation, subject to the provisions of this Paragraph and state law, to
adopt a resolution or resolutions dividing the shares of Preferred Stock into
one or more series.

                                    ARTICLE V
                              NO PREEMPTIVE RIGHTS

         Shareholders shall have no preemptive rights to acquire additional
shares offered for sale by the corporation.

                                   ARTICLE VI
                              NO CUMULATIVE VOTING

         Each shareholder entitled to vote at any election for Director shall
have the right to vote, in person or by proxy, the number of shares owned by him
for as many persons as there are Directors to be elected and for whose election
he has a right to vote, and no shareholder shall be entitled to cumulate his
votes.




                                       2
<PAGE>   3
                                   ARTICLE VII
                               GENERAL PROVISIONS

Section 1.

         The Board of Directors shall have full power to adopt, alter, amend, or
repeal the Bylaws or adopt new Bylaws. Nothing herein shall deny the concurrent
power of the shareholders to adopt, alter, amend, or repeal the Bylaws.

Section 2.

         The Corporation reserves the right to amend, alter, change, or repeal
any provisions contained in its Articles of Incorporation in any manner now or
hereafter prescribed or permitted by statue. All rights of shareholders of the
Corporation are granted subject to this reservation.

Section 3.

         The Corporation may enter into contracts and otherwise transact
business as a vendor, purchaser, or otherwise, with its Directors, Officers, and
shareholders and with corporations, associations, firms and entities in which
they are or may be or become interested as Directors, Officers, shareholders,
members, or otherwise, as freely as though such adverse interests did not exist,
even though the vote, action or presence of such Director, Officer or
shareholder may be necessary to obligate the corporation upon such contracts or
transactions; and in the absence of fraud, no such Director, Officer of
shareholder shall be held liable to account to the Corporation, by reason of
such adverse interest or by reason of any fiduciary relationship to the
corporation arising out of such office or stock ownership, for any profit or
benefit realized by him through any such contract or transaction; provided that
in the case of Directors and Officers of the Corporation (but not in the case of
shareholders who are not Directors or Officers), the nature of the interest of
such Director of Officer, though not necessarily the details or extent thereof,
be disclosed or known to the Board of Directors of the Corporation, at the
meeting thereof at which such contract or transaction is authorized or
confirmed. A general notice that a Director or Officer of the Corporation is
interested in any corporation, association, firm, or entity shall be sufficient
disclosure as to such Director or Officer with respect to all contracts and
transactions with that corporation, association, firm, or entity.

                                  ARTICLE VIII
                          REGISTERED OFFICE AND ADDRESS

         The address of the registered office of the Corporation is CT
Corporation System, 520 Pike Street, Seattle, WA 98101.




                                       3
<PAGE>   4
                                   ARTICLE IX
                               BOARD OF DIRECTORS

Section 1.

         The number, qualifications, terms of office, manner of election, time
and place of meetings, and powers and duties of the Directors shall be
prescribed in the Bylaws.

Section 2.

         A Director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a Director,
except for:

                  (a) Acts or omissions involving intentional misconduct by the
Director or a knowing violation of law by the Director;

                  (b) Conduct violating RCW 23B.08.310 (which involves certain
distributions by the Corporation); or

                  (c) Any transaction from which the Director will personally
receive a benefit in money, property, or services to which the Director is not
legally entitled.

         If the Washington Business Corporation Act is amended to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Washington Business
Corporation Act, as so amended. Any repeal or modification of the foregoing
paragraph by the shareholders of the Corporation shall not adversely affect any
right or protection of a Director of the Corporation with respect to any acts or
omissions of such Director occurring prior to such repeal or modification.

                                    ARTICLE X
                                 IDEMNIFICATION
Section 1.

         The Corporation shall indemnify its Directors and Officers to the
fullest extent permitted by the Washington Business Corporation Act now or
hereafter in force. However, such indemnity shall not apply on account of:

                  (a) Acts or omissions of the Director or Officer finally
adjudged to be intentional misconduct or a knowing violation of law;

                  (b) Conduct of the Director or Officer finally adjudged to be
in violation of RCW 23B.08.310; or,



                                       4
<PAGE>   5
                  (c) Any transaction with respect to which it was finally
adjudged that such Director or Officer personally received a benefit in money,
property, or services to which the Director was not legally entitled.

         The Corporation shall advance expenses for such persons pursuant to the
terms set forth in the Bylaws, or in a separate Directors' resolution or
contract.

Section 2.

         The Board of Directors may take such action as is necessary to carry
out these indemnification and expense advancement provisions. The Corporation is
expressly empowered to adopt, approve and amend from time to time such Bylaws,
resolutions, contracts, or further indemnification and expense advancement
arrangements as may be permitted by law, implementing these provisions. Such
Bylaws, resolutions, contracts, or further arrangements shall include but not be
limited to implementing the manner in which determinations as to any indemnity
or advancement of expenses shall be made.

Section 3.

         No amendment or repeal of this Articles shall apply to or have any
effect on any right to indemnification provided hereunder with respect to acts
or omissions occurring prior to such amendment or repeal.


                  IN WITNESS WHEREOF, the Corporation has adopted these Amended
and Restated Articles of Incorporation this February 10, 1999.




                                    /s/ James D. Shook
                                    ---------------------
                                    James D. Shook
                                    Secretary









                                       5
<PAGE>   6

                        CERTIFICATE OF RESTATEMENT OF THE
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                                INTELISPAN, INC.

We, the undersigned President and Secretary of Intelispan, Inc., do hereby
certify as follows:

         That the Shareholders of said corporation at a meeting duly convened,
held on January 29, 1999, adopted a resolution to amend the Amended Articles of
Incorporation originally filed on September 24, 1996, and amended on July 22,
1998, as follows:

ARTICLE IV (Capitalization) is hereby amended to read as follows:

         The aggregate number of shares which the Corporation shall have the
         authority to issue is 100,000,000 shares of Common Stock having a par
         value of $0.0001 per share and 10,000,000 shares of Preferred Stock
         with a par value of $0.0001 per share. There shall be no other class or
         shares of stock in the Corporation. The Corporation shall have the
         right to purchase, take, receive or to otherwise acquire, hold, own,
         pledge, transfer and dispose of its own shares, to the extent of both
         its unrestricted and unreserved capital surplus.

         The Preferred Stock may be issued, from time to time, in one or more
         series, each of such series to have such designation and such dividend,
         liquidation, conversion and other preferences, limitations, voting
         powers and relative rights as are fixed by the Board of Directors from
         time to time. Authority is hereby expressly vested in and granted to
         the Board of Directors of the Corporation, subject to the provisions of
         this Paragraph and state law, to adopt a resolution or resolutions
         dividing the shares of Preferred Stock into one or more series.

The number of shares of the Corporation outstanding and entitled to vote on such
Amendment was 18,031,136, said amendment has been consented to and approved by
the Board of Directors on December 23, 1998 and approval of two-thirds of the
outstanding shares of Common Stock of Intelispan, Inc. on January 29, 1999 in
accordance with RCW 23B.10.030.

         FURTHER, that by Written Consent of the Board of Directors dated
February 10, 1999, Article XI (Incorporator) be deleted and that Article VIII
(Registered Office and Address) be revised to accurately reflect the
Corporation's current registered agent, as follows:

         The address of the registered office of the Corporation is CT
         Corporation System, 520 Pike Street, Seattle, WA 98101





/s/ Peter A. Nelson                               /s/ James D. Shook
- ---------------------------------                 -----------------------------
Peter A. Nelson, President                        James D. Shook, Secretary

<PAGE>   7
                         CERTIFICATE OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                                INTELISPAN, INC.

We, the undersigned President and Secretary of Intelispan, Inc., do hereby
certify as follows:

         Pursuant to RCW 23B.06.020, the Board of Directors of said corporation
have designated the rights of its Series A Preferred by unanimously adopting on
August 16, 1999, the following amendment as an addition to Article IV the
Articles of Incorporation of Intelispan, Inc.:


         The rights, preferences, privileges, and restrictions granted to and
imposed on the Series A Preferred Stock, which series consists of 25,600 shares,
are as follows:

         a. SERIES A 10% CONVERTIBLE PARTICIPATING PREFERRED STOCK (THE
"SHARES")

         Priority Value. The Shares will have preference in payment of dividends
and in liquidation distributions (to $100 per Share) over the Company's Common
Stock. In the event of any Liquidation Event, the holders of Shares will be
entitled to receive $100 per Share, plus any cumulative but unpaid dividends
accrued before the holders of Common Stock receive any distribution. Issuance of
additional preferred shares and their associated rights are subject to approval
by the Board of the Company. A "Liquidation Event" shall mean any liquidation,
dissolution or winding-up of the Company.

         Conversion and Redemption Rights. Beginning six months after the
Closing of the Offering, each Share will be convertible into 50 shares of
Intelispan's Common Stock (based on a conversion price of $2 per share of common
stock). The Company may redeem Shares, at its option, only in whole (not in
part) at a price of $100 plus accrued and unpaid dividends, if the Common Stock
has closed at a price of at least $6 for 20 out of 30 consecutive trading days.
The Shares automatically convert into Common Stock if either: (a) the Common
Stock closes at a price of at least $8 for a period of 20 out of 30 consecutive
trading days; (b) Intelispan raises at least an additional $6 million in gross
proceeds from the public or private sale of its Common Stock after this Offering
is Closed, at a price of at least $5 per share of Common Stock; or (c)
Intelispan completes a merger where it is not the surviving legal entity.

         Dividends. Each Share has a $10 (10%) annual dividend, payable
quarterly, payable each May 1, August 1, November 1 and February 1, commencing
on May 1, 1999. The dividend accrual on May 1, 1999 will be pro rated to actual
date of issuance. Intelispan may, in its discretion, pay dividends in whole or
in part in its Common Stock, with the value of such Common Stock calculated
based on the five-day average closing price ending on the last trading day of
the respective dividend declaration date.

         Registration Rights. Subject to holders of the Shares providing
Intelispan with an appropriate plan of distribution, Intelispan will use its
best efforts to submit appropriate filings to register the Common Stock
underlying the Shares with the Securities and
<PAGE>   8
Exchange Commission as soon as practical following the completion of this
Offering, but in no event later than ninety (90) days following completion of
this Offering, provided such filing does not violate applicable securities laws.

         Voting. Until and unless the Shares are converted, holders will be
entitled to votes equal to 80% of the number of Shares of Common Stock into
which such Shares are convertible. Holders of Shares will vote with the holders
of Common Stock as a class on all matters unless otherwise specified.

         Anti-Dilution. In case of any reclassification, capital reorganization
or other change of outstanding shares of Common Stock (other than a change in
par value or as a result of an issuance of Common Stock by way of dividend or
other distribution or of a stock split or reverse stock split), the Company
shall cause effective provision to be made so that the Shares shall have the
right thereafter, by exercising the Conversion right in the Shares, to convert
the Shares into the kind and amount of shares of stock and other securities and
property receivable upon such reclassification, capital reorganization or other
change, that the Shares would have obtained upon exercising the conversion right
immediately prior to such reclassification, capital reorganization or other
change.

                  Information Rights. The Company will provide holders of Shares
with all notices, reports and other information provided to the holders of the
Company's Common Stock.



The above resolution was adopted unanimously by the Board of Directors.



/s/ Peter A. Nelson                          /s/ James D. Shook
- ----------------------------------           ----------------------------------
Peter A. Nelson, President                   James D. Shook, Secretary



Dated:  August 27, 1999






<PAGE>   1
                                                                     Exhibit 3.2


                                     BYLAWS

                                       OF

                      EQUIPMENT LEASING & SALES CORPORATION

I.       SHAREHOLDER'S MEETING.

         .01 ANNUAL MEETINGS.

         The annual meeting of the shareholders of this Corporation, for the
         purpose of election of Directors and for such other business as may
         come before it, shall be held at the registered office of the
         Corporation, or such other places, either within or without the State
         of Washington, as may be designated by the notice of the meeting, on
         the third week in September of each and every year, at 1:00 p.m.,
         commencing in 1996, but in case such day shall be a legal holiday, the
         meeting shall be held at the same hour and place on the next succeeding
         day not a holiday.

         .02 SPECIAL MEETING.

         Special meetings of the shareholders of this Corporation may be called
         at any time by the holders of ten percent (10%) of the voting shares of
         the Corporation, or by the president, or by the Board of Directors or a
         majority thereof. No business shall be transacted at any special
         meeting of shareholders except as is specified in the notice calling
         for said meeting. The Board of Directors may designate any place,
         either within or without the State of Washington, as the place of any
         special meeting called by the president or the Board of Directors, and
         special meetings called at the request of shareholders shall be held at
         such place in the State of Washington, as may be determined by the
         Board of Directors and placed in the notice of such meeting.

         .03 NOTICE OF MEETING.

         Written notice of annual or special meetings of shareholders stating
         the place, day, and hour of the meeting and, in the case of a special
         meeting, the purpose or purposes for which the meeting is called shall
         be given by the secretary or persons authorized to call the meeting to
         each shareholder of record entitled to vote at the meeting. Such notice
         shall be given not less than ten (10) nor more than fifty (50) days
         prior to the date of the meeting, and such notice shall be deemed to be
         delivered when deposited in the United States mail addressed to the
         shareholder at his/her address as it appears on the stock transfer
         books of the Corporation.

         .04 WAIVER OF NOTICE.

         Notice of the time, place, and purpose of any meeting may be waived in
         writing and will be waived by any shareholder by his/her attendance
         thereat in person or by proxy. Any
<PAGE>   2
         shareholder so waiving shall be bound by the proceedings of any such
         meeting in all respects as if due notice thereof had been given.

         .05 QUORUM AND ADJOURNED MEETINGS.

         A majority of the outstanding shares of the Corporation entitled to
         vote, represented in person or by proxy, shall constitute a quorum at a
         meeting of shareholders. A majority of the shares represented at a
         meeting, even if less than a quorum, may adjourn the meeting from time
         to time without further notice. At such adjourned meeting at which a
         quorum shall be present or represented, any business may be transacted
         which might have been transacted at the meeting as originally notified.
         The shareholders present at a duly organized meeting may continue to
         transact business until adjournment, notwithstanding the withdrawal of
         enough shareholders to leave less than a quorum.

         .06 PROXIES.

         At all meetings of shareholders, a shareholder may vote by proxy
         executed in writing by the shareholder or by his/her duly authorized
         attorney in fact. Such proxy shall be filed with the secretary of the
         Corporation before or at the time of the meeting. No proxy shall be
         valid after eleven (11) months from the date of its execution, unless
         otherwise provided in the proxy.

         .07 VOTING OF SHARES.

         Except as otherwise provided in the Articles of Incorporation or in
         these Bylaws, every shareholder of record shall have the right at every
         shareholder's meeting to one (1) vote for every share standing in
         his/her name on the books of the Corporation, and the affirmative vote
         of a majority of the shares represented at a meeting and entitled to
         vote thereat shall be necessary for the adoption of a motion or for the
         determination of all questions and business which shall come before the
         meeting.

II.      DIRECTORS.

         .01 GENERAL POWERS.

         The business and affairs of the Corporation shall be managed by its
         Board of Directors.

         .02 NUMBER, TENURE AND QUALIFICATIONS.

         The number of Directors of the Corporation shall be not less than one
         or more than five. Each Director shall hold office until the next
         annual meeting of shareholders and until his/her successor shall have
         been elected and qualified. Directors need not be residents of the
         State of Washington or shareholders of the Corporation.

                                       2
<PAGE>   3
         .03 ELECTION.

         The Directors shall be elected by the shareholders at their annual
         meeting each year; and if, for any cause the Directors shall not have
         been elected at an annual meeting, they may be elected at a special
         meeting of shareholders called for that purpose in the manner provided
         by these Bylaws.

         .04 VACANCIES.

         In case of any vacancy in the Board of Directors, the remaining
         Director, whether constituting a quorum or not, may elect a successor
         to hold office for the unexpired portion of the terms of the Director
         whose place shall be vacant, and until his/her successor shall have
         been duly elected and qualified.

         .05 RESIGNATION.

         Any Director may resign at any time by delivering written notice to the
         secretary of the Corporation.

         .06 MEETINGS.

         At any annual, special or regular meeting of the Board of Directors,
         any business may be transacted, and the Board may exercise all of its
         powers. Any such annual, special or regular meeting of the Board of
         Directors of the Corporation may be held outside of the State of
         Washington, and any member or members of the Board of Directors of the
         Corporation may participate in any such meeting by means of a
         conference telephone or similar communications equipment by means of
         which all persons participating in the meeting can hear each other at
         the same time; the participation by such means shall constitute
         presence in person at such meeting.

                  A.       Annual Meeting of Directors.

                  Annual meetings of the Board of Directors shall be held
                  immediately after the annual shareholders' meeting or at such
                  time and place as may be determined by the Directors. No
                  notice of the annual meeting of the Board of Directors shall
                  be necessary.

                  B.       Special Meetings.

                  Special meetings of the Directors shall be called at any time
                  and place upon the call of the president or any Director.
                  Notice of the time and place of each special meeting shall be
                  given by the secretary, or the persons calling the meeting, by
                  mail, radio, telegram, or by personal communication by
                  telephone or otherwise at least one (1) day in advance of the
                  time of the meeting. The purpose of the meeting need not be
                  given in the notice. Notice of any special meeting may be
                  waived in writing or by telegram (either before or after such
                  meeting) and will be waived by any Director in attendance at
                  such meeting.

                                       3
<PAGE>   4
                  C.       Regular Meetings of Directors.

                  Regular meetings of the Board of Directors shall be held at
                  such place and on such day and hour as shall from time to time
                  be fixed by resolution of the Board of Directors. No notice of
                  regular meetings of the Board of Directors shall be necessary.

         .07 QUORUM AND VOTING.

         A majority of the Directors presently in office shall constitute a
         quorum for all purposes, but a lesser number may adjourn any meeting,
         and the meeting may be held as adjourned without further notice. At
         each meeting of the Board at which a quorum is present, the act of a
         majority of the Directors present at the meeting shall be the act of
         the Board of Directors. The Directors present at a duly organized
         meeting may continue to transact business until adjournment,
         notwithstanding the withdrawal of enough Directors to leave less than a
         quorum.

         .08 COMPENSATION.

         By resolution of the Board of Directors, the Directors may be paid
         their expenses, if any, of attendance at each meeting of the Board of
         Directors and may be paid a fixed sum for attendance at each meeting of
         the Board of Directors or a stated salary as Director. No such payment
         shall preclude any Director from serving the Corporation in any other
         capacity and receiving compensation therefor.

         .09 PRESUMPTION OF ASSENT.

         A Director of the Corporation who is present in a meeting of the Board
         of Directors at which action on any corporate matter is taken shall be
         presumed to have assented to the action taken unless his/her dissent
         shall be entered in the minutes of the meeting or unless he/she shall
         file his/her written dissent to such action with the person acting as
         the secretary of the meeting before the adjournment thereof or shall
         forward such dissent by registered mail to the secretary of the
         Corporation immediately after the adjournment of the meeting. Such
         right to dissent shall not apply to a Director who voted in favor of
         such action.

         .10 EXECUTIVE AND OTHER COMMITTEES.

         The Board of Directors, by resolution adopted by a majority of the full
         Board of Directors, may designate from among its members an executive
         committee and one of more other committees, each of which, to the
         extent provided in such resolution, shall have and may exercise all the
         authority of the Board of Directors, but no such committee shall have
         the authority of the Board of Directors, in reference to amending the
         Articles of Incorporation, adoption a plan of merger or consolidation,
         recommending to the shareholders the sale, lease, exchange, or other
         disposition of all of substantially all the property and assets of the
         dissolution of the Corporation or a revocation thereof, designation of
         any such committee and the delegation thereto of authority shall not

                                       4
<PAGE>   5
         operate to relieve any member of the Board of Directors of any
         responsibility imposed by law.

         .11 CHAIRMAN OF BOARD OF DIRECTORS.

         The Board of Directors may, in its discretion, elect a chairman of the
         Board of Directors from its members; and, if a chairman has been
         elected, he/she shall, when present, preside at all meetings of the
         Board of Directors and the shareholders and shall have such other
         powers as the Board may prescribe.

         .12 REMOVAL.

         Directors may be removed from office with or without cause by a vote of
         shareholders holding a majority of the shares entitled to vote at an
         election of Directors.

III.     ACTIONS BY WRITTEN CONSENT.

Any corporate action required by the Articles of Incorporation, Bylaws, or the
laws under which this Corporation is formed, to be voted upon or approved at a
duly called meeting of the Directors or shareholders may be accomplished without
a meeting if a written memorandum of the respective Directors or shareholders,
setting forth the action so taken, shall be signed by all the Directors or
shareholders, as the case may be.

IV.      OFFICERS.

         .01 OFFICERS DESIGNATED.

         The Officers of the Corporation shall be a president, one or more vice
         presidents (the number thereof to be determined by the Board of
         Directors), a secretary and a treasurer, each of whom shall be elected
         by the Board of Directors. Such other Officers and assistant officers
         as may be deemed necessary may be elected or appointed by the Board of
         Directors. Any Officer may be held by the same person, except that in
         the event that the Corporation shall have more than one director, the
         offices of president and secretary shall be held by different persons.

         .02 ELECTION, QUALIFICATION AND TERM OF OFFICE.

         Each of the Officers shall be elected by the Board of Directors. None
         of said Officers except the president need be a Director, but a vice
         president who is not a Director cannot succeed to or fill the office of
         president. The Officers shall be elected by the Board of Directors.
         Except as hereinafter provided, each of said Officers shall hold office
         from the date of his/her election until the next annual meeting of the
         Board of Directors and until his/her successor shall have been duly
         elected and qualified.

                                       5
<PAGE>   6
         .03 POWERS AND DUTIES.

         The powers and duties of the respective corporate Officers shall be as
         follows:

                  A.       President.

                  The president shall be the chief executive Officer of the
                  Corporation and, subject to the direction and control of the
                  Board of Directors, shall have general charge and supervision
                  over its property, business, and affairs. He/she shall, unless
                  a Chairman of the Board of Directors has been elected and is
                  present, preside at meetings of the shareholders and the Board
                  of Directors.

                  B.       Vice President.

                  In the absence of the president or his/her inability to act,
                  the senior vice president shall act in his place and stead and
                  shall have all the powers and authority of the president,
                  except as limited by resolution of the Board of Directors.

                  C.       Secretary.

                  The secretary shall:

                           1.       Keep the minutes of the shareholder's and of
                                    the Board of Directors meetings in one or
                                    more books provided for that purpose;

                           2.       See that all notices are duly given in
                                    accordance with the provisions of these
                                    Bylaws or as required by law;

                           3.       Be custodian of the corporate records and of
                                    the seal of the Corporation and affix the
                                    seal of the Corporation to all documents as
                                    may be required;

                           4.       Keep a register of the post office address
                                    of each shareholder which shall be furnished
                                    to the secretary by such shareholder;

                           5.       Sign with the president, or a vice
                                    president, certificates for shares of the
                                    Corporation, the issuance of which shall
                                    have been authorized by resolution of the
                                    Board of Directors;

                           6.       Have general charge of the stock transfer
                                    books of the corporation; and,

                           7.       In general perform all duties incident to
                                    the office of secretary and such other
                                    duties as from time to time may be assigned
                                    to him/her by the president or by the Board
                                    of Directors.

                                       6
<PAGE>   7
                  D.       Treasurer.

                  Subject to the direction and control of the Board of
                  Directors, the treasurer shall have the custody, control and
                  disposition of the funds and securities of the Corporation and
                  shall account for the same; and, at the expiration of his/her
                  term of office, he/she shall turn over to his/her successor
                  all property of the Corporation in his/her possession.

                  E.       Assistant Secretaries and Assistant Treasurers.

                  The assistant secretaries, when authorized by the Board of
                  Directors, may sign with the president or a vice president
                  certificates for shares of the Corporation the issuance of
                  which shall have been authorized by a resolution of the Board
                  of Directors. The assistant treasurers shall, respectively, if
                  required by the Board of Directors, give bonds for the
                  faithful discharge of their duties in such sums and with such
                  sureties as the Board of Directors shall determine. The
                  assistant secretaries and assistant treasurers, in general,
                  shall perform such duties as shall be assigned to them by the
                  secretary or the treasurer, respectively, or by the president
                  or the Board of Directors.

         .04 REMOVAL.

         The Board of Directors shall have the right to remove any Officer
         whenever in its judgment the best interest of the Corporation will be
         served thereby.

         .05 VACANCIES.

         The Board of Directors shall fill any office which becomes vacant with
         a successor who shall hold office for the unexpired term and until
         his/her successor shall have been duly elected and qualified.

         .06 SALARIES.

         The salaries of all Officers of the Corporation shall be fixed by the
         Board of Directors.

V.       SHARE CERTIFICATES

         .01 FORM AND EXECUTION OF CERTIFICATES.

         Certificates for shares of the Corporation shall be in such form as is
         consistent with the provisions of the Corporation laws of the State of
         Washington. They shall be signed by the president and by the secretary,
         and the seal of the Corporation shall be affixed thereto. Certificates
         may be issued for fractional shares.

                                       7
<PAGE>   8
         .02 TRANSFERS.

         Shares may be transferred by delivery of the certificates therefor,
         accompanied either by an assignment in writing on the back of the
         certificates or by a written power of attorney to assign and transfer
         the same signed by the record holder of the certificate. Except as
         otherwise specifically provided in these Bylaws, no shares shall be
         transferred on the books of the Corporation until the outstanding
         certificate therefor has been surrendered to the Corporation.

         .03 LOSS OR DESTRUCTION OF CERTIFICATES.

         In case of loss or destruction of any certificate of shares, another
         may be issued in its place upon proof of such loss or destruction and
         upon the giving of a satisfactory bond of indemnity to the Corporation.
         A new certificate may be issued without requiring any bond, when in the
         judgment of the Board of Directors it is proper to do so.

VI.      BOOKS AND RECORDS.

         .01 BOOKS OF ACCOUNTS, MINUTES AND SHARE REGISTER.

         The Corporation shall keep complete books and records of accounts and
         minutes of the proceedings of the Board of Directors and shareholders
         and shall keep at its registered office, principal place of business,
         or at the office of its transfer agent or registrar a share register
         giving the names of the shareholders in alphabetical order and showing
         their respective addresses and the number of shares held by each.

         .02 COPIES OF RESOLUTIONS.

         Any person dealing with the Corporation may rely upon a copy of any of
         the records of the proceedings, resolutions, or votes of the Board of
         Directors or shareholders, when certified by the president or
         secretary.

VII.     CORPORATE SEAL.

The following is an impression of the corporate seal of this Corporation:

                                       8
<PAGE>   9
VIII.    LOANS.

Generally, no loans shall be made by the Corporation to its Officers or
Directors, unless first approved by the holder of two-third of the voting
shares, and no loans shall be made by the Corporation secured by its shares.
Loans shall be permitted to be made to Officers, Directors and employees of the
Company for moving expenses, including the cost of procuring housing. Such loans
shall be limited to $25,000.00 per individual upon unanimous consent of the
Board of Directors.

IX.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         .01 INDEMNIFICATION.

         The Corporation shall indemnify any person who was or is a party or is
         threatened to be made a party to any proceeding, whether civil,
         criminal, administrative or investigative (other than an action by or
         in the right of the Corporation) by reason of the fact that such person
         is or was a Director, Trustee, Officer, employee or agent of the
         Corporation, or is or was serving at the request of the Corporation as
         a Director, Trustee, Officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise, against expenses
         (including attorneys' fees), judgment, fines and amounts paid in
         settlement actually and reasonably incurred by such person in
         connection with such action, suit or proceeding if such person acted in
         good faith and in a manner such person reasonably believed to be in or
         not opposed to the best interests of the Corporation, and with respect
         to any criminal action or proceeding, had no reasonable cause to
         believe such person's conduct was unlawful. The termination of any
         action, suit or proceeding by judgment, order, settlement, conviction,
         or upon a plea of nolo contendere or its equivalent, shall not, of
         itself, create a presumption that the person did not act in good faith
         and in a manner which such person reasonably believed to be in or not
         opposed to the best interests of the Corporation, and with respect to
         any criminal action proceeding, had reasonable cause to believe that
         such person's conduct was unlawful.

         .02 DERIVATIVE ACTION

         The Corporation shall indemnify any person who was or is a party or is
         threatened to be made a party to any threatened, pending or completed
         action or suit by or in the right of the Corporation to procure a
         judgment in the Corporation's favor by reason of the fact that such
         person is or was a Director, Trustee, Officer, employee or agent of the
         Corporation, or is or was serving at the request of the Corporation as
         a Director, Trustee, Officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise, against expenses
         (including attorney's fees) and amount paid in settlement actually and
         reasonably incurred by such person in connection with the defense or
         settlement of such action or suit if such person acted in good faith
         and in a manner such person reasonably believed to be in or not opposed
         to the best interests of the Corporation, and, with respect to amounts
         paid in settlement, the settlement of the suit or action was in the
         best interests of the Corporation; provided, however, that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such

                                       9
<PAGE>   10
         person shall have been adjudged to be liable for gross negligence or
         willful misconduct in the performance of such person's duty to the
         Corporation unless and only to the extent that, the court in which such
         action or suit was brought shall determine upon application that,
         despite circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses as such court shall deem
         proper. The termination of any action or suit by judgment or settlement
         shall not, of itself, create a presumption that the person did not act
         in good faith and in a manner which such person reasonably believed to
         be in or not opposed to the best interests of the Corporation.

         .03 SUCCESSFUL DEFENSE.

         To the extent that a Director, Trustee, Officer, employee or Agent of
         the Corporation has been successful on the merits or otherwise, in
         whole or in part in defense of any action, suit or proceeding referred
         to in Paragraphs .01 and .02 above, or in defense of any claim, issue
         or matter therein, such person shall be indemnified against expenses
         (including attorneys' fees) actually and reasonably incurred by such
         person in connection therewith.

         .04 AUTHORIZATION.

         Any indemnification under Paragraphs .01 and .02 above (unless ordered
         by a court) shall be made by the Corporation only as authorized in the
         specific case upon a determination that indemnification of the
         Director, Trustee, Officer, employee or agent is proper in the
         circumstances because such person has met the applicable standard of
         conduct set forth in Paragraphs .01 and .02 above. Such determination
         shall be made (a) by the Board of Directors of the Corporation by a
         majority vote of a quorum consisting of Directors who were not parties
         to such action, suit or proceeding, or (b) is such a quorum is not
         obtainable, by a majority vote of the Directors who were not parties to
         such action, suit or proceeding, or (c) by independent legal counsel
         (selected by one or more of the Directors, whether or not a quorum and
         whether or not disinterested) in a written opinion, or (d) by the
         Shareholders. Anyone making such a determination under this Paragraph
         .04 may determine that a person has met the standards therein set forth
         as to some claims, issues or matters but not as to others, and may
         reasonably prorate amounts to be paid as indemnification.

         .05 ADVANCES.

         Expenses incurred in defending civil or criminal action, suit or
         proceeding shall be paid by the Corporation, at any time or from time
         to time in advance of the final disposition of such action, suit or
         proceeding as authorized in the manner provided in Paragraph .04 above
         upon receipt of an undertaking by or on behalf of the Director,
         Trustee, Officer, employee or agent to repay such amount unless it
         shall ultimately be by the Corporation is authorized in this Section.

         .06 NONEXCLUSIVITY.

         The indemnification provided in this Section shall not be deemed
         exclusive of any other rights to which those indemnified may be
         entitled under any law, bylaw, agreement, vote

                                       10
<PAGE>   11
         of shareholders or disinterested Directors or otherwise, both as to
         action in such person's official capacity and as to action in another
         capacity while holding such office, and shall continue as to a person
         who has ceased to be a Director, Trustee, Officer, employee or agent
         and shall inure to the benefit of the heirs, executors, and
         administrators of such a person.

         .07 INSURANCE.

         The Corporation shall have the power to purchase and maintain insurance
         on behalf of any person who is or was a Director, Trustee, Officer,
         employee or agent of the Corporation, or is or was serving at the
         request of the Corporation as a Director, Trustee, Officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise, against any liability assessed against such person in
         any such capacity or arising out of such person's status as such,
         whether or not the corporation would have the power to indemnify such
         person against such liability.

         .08 "CORPORATION" DEFINED.

         For purposes of this Section, references to the "Corporation" shall
         include, in addition to the Corporation, an constituent corporation
         (including any constituent of a constituent) absorbed in a
         consolidation or merger which, if its separate existence had continued,
         would have had the power and authority to indemnify its Directors,
         Trustees, Officers, employees or agents, so that any person who is or
         was a Director, Trustee, Officer, employee or agent of such constituent
         corporation or of any entity a majority of the voting stock of which is
         owned by such constituent corporation or is or was serving at the
         request of such constituent corporation as a Director, Trustee,
         Officer, employee or agent of the corporation, partnership, joint
         venture, trust or other enterprise, shall stand in the same position
         under the provisions of this Section with respect to the resulting or
         surviving Corporation as such person would have with respect to such
         constituent corporation if its separate existence had continued.

X.       AMENDMENT OF BYLAWS.

         .01 BY THE SHAREHOLDERS.

         These Bylaws may be amended, altered, or repealed at any regular or
         special meeting of the shareholders if notice of the proposed
         alteration or amendment is contained in the notice of the meeting.

         .02 BY THE BOARD OF DIRECTORS.

         These Bylaws may be amended, altered, or repealed by the affirmative
         vote of a majority of the entire Board of Directors at any regular or
         special meeting of the Board.

                                       11
<PAGE>   12
XI.      FISCAL YEAR.

The fiscal year of the Corporation shall be set by resolution of the Board of
Directors.

XII.     RULES OF ORDER.

The rules contained in the most recent edition of Robert's Rules or Order, Newly
Revised, shall govern all meetings of shareholders and Directors where those
rules are not inconsistent with the Articles of Incorporation, Bylaws, or
special rules or order of the Corporation.

XIII.    REIMBURSEMENT OF DISALLOWED EXPENSES.

If any salary, payment, reimbursement, employee fringe benefit, expense
allowance payment, or other expense incurred by the Corporation for the benefit
of an employee is disallowed in whole or in part as a deductible expense of the
Corporation for Federal Income Tax purposes, the employee shall reimburse the
Corporation, upon notice and demand, to the full extent of the disallowance.
This legally enforceable obligation is in accordance with the provisions of
Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling such
employee to a business expense deduction for the taxable year in which the
repayment is made to the Corporation. In this manner, the Corporation shall be
protected from having to bear the entire burden of disallowed expense items.

                                       12

<PAGE>   1
                                                                     EXHIBIT 4.1


NUMBER                   INTELISPAN, INC.                            SHARES


        INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON
                                                                  COMMON STOCK

                                                       CUSIP 458150 10 9
                                             SEE REVERSE FOR CERTAIN DEFINITIONS



     THIS CERTIFIES THAT




     IS THE OWNER OF


   FULLY PAID AND NON-ASSESSABLE COMMON STOCK, PAR VALUE $.0001 PER SHARE, OF

INTELISPAN, INC., transferable on the books of the Corporation by the holder
hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.

     IN WITNESS WHEREOF, the Corporation has caused the signatures of its duly
authorized officers and its facsimile seal to be affixed hereto.

Dated:


INTELISPAN, INC. CORPORATE SEAL
         WASHINGTON


/s/ Peter A. Nelson
_______________________________________
          President




/s/ Nina K. Christensen
_______________________________________
          Secretary



COUNTERSIGNED AND REGISTERED:
     AMERICAN SECURITIES TRANSFER & TRUST, INC.
                 P.O. Box 1596
            Denver, Colorado 80201


By _______________________________________________
  Transfer Agent & Registrar Authorized Signature


<PAGE>   2
                                INTELISPAN, INC.

     The Corporation will furnish without charge to each stockholder who so
requests, the powers, designations, preferences and relative rights of each
class of stock or series thereof of the Corporation and the qualifications,
limitations or restrictions of such preferences and/or rights. Such request may
be made to the Transfer Agent or to the Corporation.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common            UNIF GIFT MIN ACT -     Custodian
TEN ENT - as tenants by entireties                           -----         -----
JT TEN  - as joint tenants with right                        (Cust)      (Minor)
          of survivorship and not                            under Uniform Gifts
          as tenants in common                                    to Minors
                                                              Act
                                                                 ---------------
                                                                     (State)

    Additional abbreviations also may be used though not in the above list.

For value received,                            the undersigned hereby sells,
                   ----------------------------
assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OR ASSIGNEE
- ---------------------------------------

- ---------------------------------------  ---------------------------------------



- --------------------------------------------------------------------------------
     Please print or typewrite name, address and phone numbers of assignee

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- -------------------------------------------------------------------- Shares of
the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
                                    --------------------------------------------

- --------------------------------------------------------------------------------

Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.

Dated,----------------------------------

                                         ---------------------------------------

                                         SIGNATURE(S) GUARANTEED

                                         By
                                           -------------------------------------
                                           THE SIGNATURE(S) SHOULD BE GUARANTEED
                                           BY AN ELIGIBLE GUARANTOR INSTITUTION
                                           (BANKS, STOCKBROKERS, SAVINGS AND
                                           LOAN ASSOCIATIONS AND CREDIT UNIONS
                                           WITH MEMBERSHIP IN AN APPROVED
                                           SIGNATURE GUARANTEE MEDALLION
                                           PROGRAM), PURSUANT  TO S.E.C. RULE 17
                                           Ad. 15.

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

<PAGE>   1
                                                                     Exhibit 4.2

                     SEE RESTRICTIVE LEGEND ON REVERSE SIDE
                                INTELISPAN, INC.
                           SERIES "A" PREFERRED STOCK
                 1,000,000 AUTHORIZED SHARES, PAR VALUE $.0001


NUMBER__________________                                    SHARES_____________

INCORPORATED IN THE STATE OF WASHINGTON                         SEE REVERSE FOR
                                                            CERTAIN DEFINITIONS

                                                               CUSIP 458150 20 8

        THIS CERTIFIES THAT




        registered holder of





        transferable only on the books of the Corporation by the holder hereof
        in person or by Attorney upon surrender of this Certificate properly
        endorsed.

        IN WITNESS WHEREOF, the said Corporation has caused this Certificate to
        be signed by its duly authorized officers and its Corporate Seal to be
        hereunto affixed.


DATED:


/s/ James D. Shook                                     /s/ Peter A. Nelson
- ------------------                                     -------------------
    SECRETARY                                               PRESIDENT


                                [CORPORATE SEAL]



COUNTERSIGNED:

        AMERICAN SECURITIES TRANSFER & TRUST, INC.
                       P.O. Box 1596
                  Denver, Colorado 80201

By:
     -----------------------------------------------
     Transfer Agent & Registrar Authorized Signature
<PAGE>   2
                TRANSFER FEE: $15.00 PER NEW CERTIFICATE ISSUED



     The following abbreviations when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


     TEN COM  -as tenants in common           UNIF GIFT MIN ACT-   Custodian
     TEN ENT  -as tenants by the entireties                      --------------
     JT TEN   -as joint tenants with right of                  (Cust)   (Minor)
               survivorship and not as tenants     under Uniform Gifts to Minors
               in common                           Act
                                                       -------------------
                                                            (State)



    Additional abbreviations may also be used though not in the above list.


- -------------------------------------------------------------------------------

For Value Received,                   hereby sell, assign and transfer unto
                    ----------------

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
/                                     /
/                                     /
/                                     /
- ---------------------------------------


- -------------------------------------------------------------------------------
   (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNER)



- -------------------------------------------------------------------------------



- -------------------------------------------------------------------------------


                                                                         Shares
- ------------------------------------------------------------------------
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
                                   --------------------------------------------
attorney-in-fact to transfer the said stock on the books of the within-named
Corporation, with full power of substitution in the premises.


Dated
      -------------------------------


                    ------------------------------------------------------------


                    ------------------------------------------------------------
                    NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
                    WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
                    CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
                    ENLARGEMENT OR ANY CHANGE WHATSOEVER.



Signature(s) Guaranteed:


- ------------------------------------


The signature(s) should be guaranteed by an eligible guarantor institution
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with
membership in an approved signature guarantee Medallion Program), pursuant to
S.E.C. Rule 17Ad-15.


     The shares represented by this Certificate have not been registered under
the Securities Act of 1933 ("the Act") and are "restricted securities" as that
term is defined in Rule 144 under the Act. The shares may not be offered for
sale, sold or otherwise transferred except pursuant to an effective
registration statement under the Act, or pursuant to an exemption from
registration under the Act, the availability of which is to be established to
the satisfaction of the Company.

<PAGE>   1
                                                                    Exhibit 10.2


                           Date: 10th September, 1997



                          SECURITY DOMAIN PTY LIMITED


                                      and


                                 CONTEGO L.L.C.




                    INFORMATION TECHNOLOGY SUPPLY AGREEMENT
<PAGE>   2
                    INFORMATION TECHNOLOGY SUPPLY AGREEMENT

<TABLE>
<CAPTION>
          Clause                                                        Page No.
<S>                                                                       <C>
1.  INTERPRETATION ....................................................    1

          1.1  Definitions ............................................    1
          1.2  General ................................................    2
          1.3  Precedence .............................................    2

2.  COMMENCEMENT AND DURATION .........................................    3

          2.1  Commencement of Agreement ..............................    3
          2.2  Commencement of Modules ................................    3
          2.3  Termination ............................................    3

3.  RELATIONSHIP OF THE PARTIES .......................................    3

4.  SCOPE OF AGREEMENT ................................................    3

          4.1  Supply of Products and Services ........................    3
          4.2  Customer to Pay Fees ...................................    3

5.  PAYMENT ...........................................................    4

          5.1  Terms of Payment .......................................    4
          5.2  Effect of Late Payment .................................    4

6.  GENERAL LIMITATION OF LIABILITY ...................................    4

          6.1  Exclusion of Liability .................................    4
          6.2  Customer's Acknowledgment ..............................    5

7.  CONFIDENTIALITY ...................................................    5

          7.1  Parties not to Disclose Confidential Information .......    5
          7.2  Disclosure to Employees, Agents and Contractors ........    5
          7.3  Survival of Obligations ................................    6

8.  PERSONNEL .........................................................    6

          8.1  Appointments of Personnel ..............................    6
          8.2  Unavailability of Nominated Personnel ..................    6
          8.3  Use of Experienced Personnel ...........................    6
          8.4  Information of Qualification ...........................    6
          8.5  Non-Solicitation .......................................    6
          8.6  Party to Inform Other Party of Approaches ..............    6
</TABLE>
<PAGE>   3
                                      ii.

<TABLE>
<S>  <C>                                                               <C>
 9.  OBLIGATIONS OF CUSTOMER..........................................  6

10.  FORCE MAJEURE....................................................  7

11.  ASSIGNMENT.......................................................  8

12.  DISPUTE RESOLUTION...............................................  8

          12.1  Agreement to Use Dispute Resolution...................  8
          12.2  Notice of Dispute.....................................  8
          12.3  Dispute Resolution....................................  8

13.  NOTICES..........................................................  8

14.  MISCELLANEOUS....................................................  8

          14.1  Further Assurance.....................................  8
          14.2  Counterparts..........................................  9
          14.3  Entire Agreement......................................  9
          14.4  Legal Costs...........................................  9
          14.5  Variation.............................................  9
          14.6  Severability..........................................  9
          14.7  Waiver................................................  9
          14.8  Non-derogation of Powers, Remedies and Rights.........  9
          14.9  Governing Law.........................................  9
          14.10 Submission to Jurisdiction............................ 10

     SCHEDULE 1....................................................... 11

     PRODUCTS AND SERVICES............................................ 11

     SCHEDULE 2....................................................... 12

     SPECIAL TERMS AND CONDITIONS..................................... 12

     MODULE A.........................................................  1
</TABLE>
<PAGE>   4
     THIS INFORMATION TECHNOLOGY SUPPLY AGREEMENT is made on
          1997

     BETWEEN:

     SECURITY DOMAIN PTY LIMITED ACN 003 823 461, a company having its
     principal place of business at Level 5, 1 James Place, North Sydney, New
     South Wales, Australia ("Security Domain");

     and CONTEGO, L.L.C., a limited liability corporation, having its principal
     place of business at 1660 South Amphlett Blvd., Suite 325, San Mateo, CA
     94402, USA ("Customer").

     RECITALS

A.   Customer desires to acquire from Security Domain, and Security Domain
     wishes to supply to Customer, certain information technology products
     and services.

B.   Customer now agrees to acquire from Security Domain, and Security Domain
     now agrees to supply to Customer, the information technology products and
     services referred to in Recital A in accordance with the terms and
     conditions of this Agreement.

     OPERATIVE PROVISIONS:

1.   INTERPRETATION

1.1  DEFINITIONS

In this Agreement, unless the context otherwise requires:

     "Act of Bankruptcy" means, in relation to a party:

     (a)  suspension or cessation of that party's business activities;

     (b)  liquidation, dissolution or insolvency of that party;

     (c)  appointment or a receiver or trustee in respect of any property of
          that party;

     (d)  assignment of any rights or other property by that party for the
          benefit of its creditors; or

     (e)  making of any formal or informal composition, compromise or
          arrangement between that party and its creditors or any class or them.

"Business Day" means a day when trading banks are open for business in New
South Wales.

"Business Hours" means the period between 9 am and 5 pm on any Business Day.

"Commencement Date" means the date specified at the beginning of this Agreement.

"Products" means the computer hardware and software products specified in
Schedule 1.

"Services" means the computer hardware and software services specified in
Schedule 1.

"Special Terms and Conditions" means the special terms and conditions specified
in Schedule 2.

<PAGE>   5
                                       2.




1.2  GENERAL

     In this Agreement, unless the context otherwise requires:

     (a)  a reference to an individual or person includes a corporation,
          partnership, joint venture, association, authority, trust, state or
          government and vice versa;

     (b)  a reference to gender includes all genders;

     (c)  a reference to a Recital, clause, Appendix, Schedule or Module is to a
          recital, clause, appendix, schedule or module of or to this Agreement;

     (d)  a Recital, Schedule, Appendix, Module or the description of the
          parties forms part of this Agreement and a reference to this Agreement
          includes a reference to a Recital, Schedule, Appendix, Module or the
          description of the parties;

     (e)  where an expression is defined, another part of speech or grammatical
          form has a corresponding meaning;

     (f)  a reference to any agreement (including this Agreement) or document is
          to that agreement or document (and, where applicable, any of its
          provisions) as amended, novated, supplemented or replaced from time to
          time;

     (g)  a reference to a clause is to a clause in the body of this Agreement;

     (h)  a reference to a paragraph is to a paragraph of a Schedule, Appendix
          or Module;

     (i)  an Appendix forms part of the Module to which it is appended and a
          reference to a Module includes a reference to all Appendices appended
          to it;

     (j)  a reference to a party is a reference to that party, its successors
          and its permitted transferees or assigns;

     (k)  headings are for convenience of reference only and do not affect
          interpretation.

1.3  PRECEDENCE

     (a)  The documents comprising this Agreement shall be read in the following
          order of precedence:

          (i)    the Special Terms and Conditions; then

          (ii)   the clauses in the body of this Agreement; then

          (iii)  the paragraphs of Schedules other than the Special Terms and
                 Conditions; then

          (iv)   the paragraphs of the Modules; then

          (v)    the paragraphs of the Appendices to the Modules.

     (b)  Where any conflict occurs between the provisions contained in two or
          more of the documents forming this Agreement, the documents lower in
          the order of precedence shall where possible be read down to resolve
          such conflict. If the conflict remains incapable of resolution by
          reading down, the conflicting provisions shall be severed from the
          document lower in the order of
<PAGE>   6
                                       3.

          precedence without (to the extent possible) otherwise diminishing the
          enforceability of the remaining provisions of that document.

2.   COMMENCEMENT AND DURATION

2.1  COMMENCEMENT OF AGREEMENT

     This Agreement commences on the Commencement Date.

2.2  COMMENCEMENT OF MODULES

     Each Module, and the obligations of each party pursuant to that Appendix,
     shall continue until terminated in accordance with the provisions of that
     Module.

2.3  TERMINATION

     The whole of this Agreement shall be deemed to be terminated upon the
     termination of all the Modules.

3.   RELATIONSHIP OF THE PARTIES

     The relationship between Customer and Security Domain in relation to the
     matters referred to in this Agreement shall be solely that of principal and
     independent contractor, and nothing in this Agreement shall constitute or
     be deemed to constitute a relationship of master and servant, partnership
     or joint venture between Customer and Security Domain, except insofar as is
     provided for in the Special Terms and Conditions in Schedule 2.

4.   SCOPE OF AGREEMENT

4.1  SUPPLY OF PRODUCTS AND SERVICES

     Customer shall acquire from Security Domain, and Security Domain shall
     supply to Customer, each Product and Service:

     (a)  generally, in accordance with the body of this Agreement;

     (b)  more particularly, as set out in the Module specified in Schedule 1 as
          being applicable to the supply of that Product or Service; and

     (c)  subject at all times to any Special Terms and Conditions specified in
          Schedule 2 as applicable to the supply of that Product or Service.

4.2  CUSTOMER TO PAY FEES

     In consideration of Security Domain agreeing to supply Customer with each
     Product and Service in accordance with clause 4.1, Customer agrees to pay
     Security Domain by issue of a capital interest in Contego L.L.C.:

     (a)  generally, in accordance with the body of this Agreement;

     (b)  more particularly, as set out in the Module specified in Schedule 1 as
          being applicable to the supply of that Product or Service; and
<PAGE>   7
                                       5.

     (c)  If any condition or warranty is implied in this Agreement by the Trade
          Practices Act (Cth) or any similar Commonwealth, State or Territory
          legislation which may not be excluded, restricted or modified, such
          condition or warranty shall be deemed to be included in this Agreement
          but liability for any breach of it shall be limited, to the fullest
          extent permitted by law, to the limits on liability referred to in
          section 68A of the Trade Practices Act of any similar provision of
          Commonwealth, State or Territory legislation.

6.2  CUSTOMER'S ACKNOWLEDGEMENT

     Customer acknowledges that:

     (a)  in accepting and acquiring Products and Services under this Agreement,
          it has relied upon its own skill and judgment in assessing:

          (i)    their selection;

          (ii)   the use and result it intends to obtain from them; and

          (iii)  their fitness for its particular purposes; and

     (b)  it has not relied on any representations made by Security Domain which
          are not expressly stated in this Agreement or upon any descriptions or
          illustrations or specifications contained in any material (including
          any catalogues or promotional literature) produced by Security Domain.

7.   CONFIDENTIALITY

7.1  PARTIES NOT TO DISCLOSE CONFIDENTIAL INFORMATION

     To the extent not expressly dealt with in the Schedules or Modules each
     party shall treat as confidential all information belonging to any other
     party or persons associated with that other party which has come, comes or
     may come into its possession pursuant to or as a result of or in the course
     of negotiation in respect of this Agreement or in the party's performance
     of this Agreement ("Confidential Information") and shall not, without that
     other party's prior written consent, disclose, use or copy or cause or
     allow to be disclosed, used or copied any Confidential Information other
     than for the purpose of performing this Agreement; but nothing in
     sub-clause shall require a party to treat as confidential:

     (a)  information which is in or becomes part of the public domain other
          than through a breach of that party's obligations under this
          Agreement;

     (b)  information which that party acquires from a third party entitled to
          disclose it; or

     (c)  information which that party can prove it knew before such information
          was disclosed to it by another party; or

7.2  DISCLOSURE TO EMPLOYEES, AGENTS AND CONTRACTORS

     Without limitation to the effect of clause 7.1, each party expressly
     acknowledges and agrees that it shall not disclose the other party's
     Confidential Information to any of its employees, agents or contractors
     unless:

     (a)  the employee, agent or contractor enters into a confidentiality
          agreement; and

     (b)  the other party gives written consent to the disclosure.
<PAGE>   8
                                       6.

7.3  SURVIVAL OF OBLIGATIONS

     The obligations in clauses 7.1 and 7.2 shall survive the termination of
     this Agreement.

8.   PERSONNEL

8.1  APPOINTMENTS OF PERSONNEL

     Security Domain may, at its discretion, appoint such personnel as it
     considers necessary to provide Services to be supplied by it under this
     Agreement.

8.2  UNAVAILABILITY OF NOMINATED PERSONNEL

     If any of the personnel appointed by Security Domain to provide Services to
     be supplied by it under this Agreement becomes unavailable or refuses to
     provide Services to Customer, whether temporarily or otherwise, Security
     Domain shall as soon as practicable appoint replacement personnel having at
     least the same level of expertise.

8.3  USE OF EXPERIENCED PERSONNEL

     Security Domain shall use its best endeavours to ensure that Services to be
     supplied by it under this Agreement shall be provided solely by personnel
     having and continuing to have all due expertise necessary to enable them to
     perform the duties allotted to them pursuant to this Agreement.

8.4  INFORMATION OF QUALIFICATION

     Security Domain will provide Customer, upon written request, with full
     information as to the qualifications and relevant experience of any
     personnel appointed by it to provide services to be supplied by it under
     this Agreement.

8.5  NON-SOLICITATION

     The parties agree that:

     (a)  subject to sub-clause (b), Customer shall not employ or procure the
          service of any personnel appointed by Security Domain to provide
          Services to be supplied by it under this Agreement without the written
          consent of Security Domain.

     (b)  Customer shall become entitled to employ or procure the service of
          any personnel appointed by Security Domain to supply Services to be
          performed by it under this Agreement without the written consent of
          Security Domain 12 months after the termination of this Agreement.

8.6  PARTY TO INFORM OTHER PARTY OF APPROACHES

     A party shall, during the currency of this Agreement, promptly advise the
     other party if any personnel employed or contracted by the other party seek
     to be employed or contracted by it.

9.   OBLIGATIONS OF CUSTOMER

     Without limitation to any other obligation of Customer under this Agreement
     or any Module, Customer shall:

     (a) ensure that Security Domain shall have such access to Customer's
         premises and all other locations at which the Products will be supplied
         to or by Customer (if Customer is authorised
<PAGE>   9
                                       7.

         to sub-license the Products under a Module) as Security Domain
         considers necessary to enable it to fulfill its obligations under this
         Agreement or any Module;

     (b) immediately inform Security Domain of any factor which would affect
         Security Domain's ability to perform its obligations under this
         Agreement or any Module;

     (c) provide any information concerning the Products, use (including misuse)
         and implementation of the Products of which it becomes aware and copies
         of all documentation (including without limitation minutes of meeting,
         memoranda, reports and correspondence) containing such information to
         Security Domain as soon as practicable after Customer becomes aware of
         the information;

     (d) immediately upon request from Security Domain, provide written reports
         concerning the implementation and use of the Product by Customer
         (including implementation and use by any sub-licensee of Customer);

     (e) immediately upon request provide copies of all contracts between
         Customer and its customers or other persons which affect or refer to
         the Products or affect the ability of Security Domain to perform its
         obligations under this Agreement or any Module;

     (f) not include in any contract between Customer and its customers or other
         persons, any representation, warranty or undertaking on behalf of
         Security Domain or any representation in respect of Security Domain,
         the Products or any of Security Domain's rights in or to the Products,
         without the prior written approval of Security Domain; and

     (g) not assign or purport to assign or transfer to Security Domain any
         liability or obligation of Customer to another person without the prior
         written consent of Security Domain.

10.  FORCE MAJEURE

To the extent not expressly dealt with in the Schedules or Modules, where a
         party would, but for the operation of this clause, be in default of its
         obligations under, or be liable for any loss, damage or delay arising
         out of this Agreement for any reason beyond its reasonable control (a
         "FORCE MAJEURE EVENT"):

     (a) that party shall give notice (a "Suspension Notice") to each other
         party, as soon as practicable, of the nature and duration of the Force
         Majeure Event, the obligations affected by it and the nature and extent
         of its effect on those obligations;

     (b) upon that party giving a Suspension Notice, that party shall not be in
         default of its obligations under, or be liable for any loss, damage or
         delay arising out of, this Agreement as a result of the Force Majeure
         Event AND performance of any obligation affected by the Force Majeure
         Event shall be suspended from the date the Suspension Notice is given
         until cessation of the Force Majeure Event; and

     (c) upon cessation of the Force Majeure Event, that party shall immediately
         resume performance of any obligation suspended as a result of it.

<PAGE>   10
                                       8.

11.  ASSIGNMENT

To the extent not expressly dealt with in the Schedules or Modules, no party
     shall assign, license, mortgage, charge or part with, in whole or in part,
     any benefit conferred or obligation imposed on it without the other
     parties' prior written consent, and any attempt to do so shall be void and
     of no effect.

12.  DISPUTE RESOLUTION

12.1 AGREEMENT TO USE DISPUTE RESOLUTION

     Before filing any action or instituting legal proceedings with respect to
     any dispute arising out of or relating to this agreement, the parties agree
     that they will attempt to resolve such matters in accordance with the
     following dispute resolution procedure.

12.2 NOTICE OF DISPUTE

     The aggrieved party shall give the other party written notice of its
     grievance and provide the other party with an opportunity to meet and
     discuss the matter in order to consider informal and amicable means of
     resolution.

12.3 DISPUTE RESOLUTION

     If the parties are unable to agree on a mutually satisfactory resolution to
     the matter, the matter shall be submitted to arbitration in Australia. The
     arbitrator shall be agreed between the parties and if the parties are
     unable to agree, shall be nominated by the Standing Committee for the
     Regulation of Contractual Relations of the International Chamber of
     Commerce ("ICC") in accordance with the Rules on the Regulation of
     Contractual Matters of the ICC (the "Rules"). The arbitrator, whether
     selected by the parties or nominated, shall be independent of the parties,
     be fluent in English, have demonstrated experience in the business of
     developing software solutions and electronic data interchange and security
     systems and shall have knowledge of the laws in force in New South Wales,
     Australia including relevant Federal laws and New South Wales State laws.
     The arbitration shall be conducted in accordance with the Rules. The
     decision of the arbitrator shall be final although the parties shall always
     be entitled to bring legal proceedings in relation to the matter in dispute
     in the courts of New South Wales, Australia.

13.  NOTICES

Any notice required or permitted to be given by a party (the "notifying party")
     to another party under this Agreement shall be in writing and forwarded by
     prepaid mail, facsimile or hand delivery to that other party at the address
     for that party set out at the beginning of this Agreement or such other
     address as the other party may from time to time give notice to the
     notifying party. Such notices shall be deemed to have been given and
     received:

     (a)  if delivered to the other party's address, when delivered;

     (b)  if sent by prepaid mail, on the third Business Day after posting; or

     (c)  if transmitted by facsimile and a correct and complete transmission
          report is received by the notifying party, on the following Business
          Day after transmission.

14.  MISCELLANEOUS

14.1 FURTHER ASSURANCE
<PAGE>   11
                                       9.

     The parties shall execute and do all such acts and things as shall be
     necessary or desirable to implement and give full effect to the provisions
     and purposes of this Agreement.

14.2 COUNTERPARTS

     This Agreement may be executed in any number of counterparts and all of
     those counterparts taken together constitute one and the same instrument.

14.3 ENTIRE AGREEMENT

     The Agreement (including all its Schedules and Modules) is the entire
     agreement of the parties on the subject matter. The only enforceable
     obligations and liabilities of the parties in relation to the subject
     matter are those that arise out of the provisions in this Agreement. All
     representations, communications and prior agreements in relation to the
     subject matter are merged in and superseded by this Agreement.

14.4 LEGAL COSTS

     Each party shall pay its own legal costs incurred in respect of the
     preparation of all drafts and engrossments of this Agreement.

14.5 VARIATION

     This Agreement may be amended or varied only by agreement in writing signed
     by the parties.

14.6 SEVERABILITY

     Any clause, paragraph or portion of any clause or paragraph which may be
     held to be unenforceable for any reason whatsoever shall be severed from
     this Agreement and this Agreement shall continue to operate and be of full
     force and effect as if the severed provision had never been included in
     this Agreement.

14.7 WAIVER

     The failure, delay, relaxation or indulgence on the part of any party in
     exercising any power or right given to that party under this Agreement does
     not operate as a waiver of that power or right, nor does any single
     exercise of a power or right preclude any other or further exercise of it
     or the exercise of any other power or right under this Agreement. A power
     or right may only be waived in writing, signed by the party to be bound by
     the waiver.

14.8 NON-DEROGATION OF POWERS, REMEDIES AND RIGHTS

     The powers, remedies and rights conferred upon the parties by or under any
     statute shall (except to the extent inconsistent with the terms and
     provisions expressed in this Agreement) be in addition to the powers,
     remedies and rights conferred by this Agreement.

14.9 GOVERNING LAW

     Except as expressly provided for in this Agreement, this Agreement shall be
     interpreted in accordance with and governed by the law in force in New
     South Wales.
<PAGE>   12
                                      10.

14.10 SUBMISSION TO JURISDICTION

      The parties submit to the non-exclusive jurisdiction of the courts of New
      South Wales and any courts which may hear appeals from those courts in
      respect of any proceedings in connection with this Agreement.

      EXECUTED as an agreement.

      SIGNED for and on behalf of            )
             SECURITY DOMAIN PTY             )
             LIMITED by a duly               )   /s/ M.P. Bowcock
             authorised representative in    )   ---------------------------
             the presence of:                    Representative
                                                 Name (printed): M.P. BOWCOCK
                                                      Position (printed):
                                                      MANAGING DIRECTOR
      /s/ Keith R. Dennis
     ------------------------------------
     Witness
Name (printed): KEITH R. DENNIS


      SIGNED for and on behalf of            )
             CONTEGO L.L.C. by a duly        )
             authorised representative in    )        /s/ Keith R. Dennis
             the presence of:                )   ----------------------------
                                                 Representative
                                                 Name (printed):
                                                      Position (printed):

      /s/ M.P. Bowcock
     ------------------------------------
     Witness
Name (printed): M.P. BOWCOCK

<PAGE>   13
                                      11.

                                   SCHEDULE 1

                             PRODUCTS AND SERVICES

- --------------------------------------------------------------------------------
     Product/Service Category                    Applicable Module
- --------------------------------------------------------------------------------
        Standard Software                            Module A
- --------------------------------------------------------------------------------
        Custom Software                            Not applicable
- --------------------------------------------------------------------------------
      3rd Party Products                           Not applicable
- --------------------------------------------------------------------------------
      Professional Services                        Not applicable
- --------------------------------------------------------------------------------
  Software Maintenance Services                    Not applicable
- --------------------------------------------------------------------------------

<PAGE>   14
                                      12.

                                   SCHEDULE 2

                          SPECIAL TERMS AND CONDITIONS

1.   RELEASE OF SOURCE CODE

     Security Domain shall deposit current versions of the source code of the
     Products with an independent recognized escrow agent, under an agreement
     covering the terms under which the source code may be accessed by the
     Customer, which shall be limited to circumstances in which Security Domain
     ceases to undertake and provide to the Customer further enhancements to the
     Product, in a manner which would be detrimental to the business activities
     of the Customer.

2.   SPECIAL PAYMENT TERMS

     In consideration for supply of the Products and Services, customer agrees
     to issue Security Domain with a capital interest in Contego L.L.C., in
     accordance with the terms contained in the agreement between Intelispan
     L.L.C. and Security Domain and other parties relating to the operation of
     Contego, L.L.C.
<PAGE>   15
                                    MODULE A

                               STANDARD SOFTWARE

<PAGE>   16
                                   Module for
                          Supply of Standard Software
                                   (End-User)

     In this Module:

     ---------------------------------------------------------------------------
     Unless expressly defined in this Module, terms and expressions used in
     this Module shall have the same meaning as they have in the clauses of the
     Agreement.
     ---------------------------------------------------------------------------

     "Designated System" means a computer system so designated in Appendix A1;

     "Documentation" means explanatory and informational materials concerning
     the computer programs and data sets referred to in the definition of
     "Standard Software" which Security Domain releases from time to time for
     distribution with those computer programs and data sets, such as manuals,
     descriptions, instructions, diagrams, printouts, comments, listings and
     flowcharts, contained on visual media such as paper or photographic film,
     or on other physical storage media in human-readable and machine-readable
     form. "Documentation" does not include source code.

"Installation Date" means the date specified in Appendix A1.

"Intellectual Property" means all copyright, designs and patents (whether or
     not registrable throughout the whole of the Territory), trade secrets and
     know-how and other intellectual property rights throughout the Territory.

     "Licence" means the licence of Standard Software granted in paragraph 2.1.

     "Licence Fees" means the licence fees identified on Appendix A1 for the
     applicable Standard Software.

     "Maintenance Fees" means the software maintenance fees identified on
     Appendix A2 for the applicable Maintenance Services.

"Maintenance Services" means the software maintenance services specified in
     Appendix A2.

     "Standard Software" includes all the software identified in Appendix A1,
     being computer programs and data sets in machine-readable form that are
     contained in physical storage media such as magnetic tapes, cassettes,
     discs and semi-conductor chips. For the purposes of this definition,
     "Standard Software" also includes:

     (a)  all modifications, enhancements, updates and/or revisions to the
          software identified in Appendix A1 issued by Security Domain from time
          to time; and

     (b)  where possible in this Module, all Documentation of the software
          referred to above in this definition.

     (c)  custom modifications to the Standard Product itself carried out by
          Security Domain, whether or not requested by, or paid for by the
          Customer, but not including software that may be developed by Customer
          or its subcontractors, using such software interfaces as may be
          provided by Security Domain for this purpose.

     "Standard Software Commencement Date" means the date specified in Appendix
     A1.

     "Territory" means the geographic location specified in Appendix A1.
<PAGE>   17
     "Warranty period" means the 12 month period following the Standard
     Software Commencement Date.

     OPERATIVE PROVISIONS:

1.   PRINCIPAL OBLIGATIONS

     Security Domain shall:

     (a)  grant the Licence of the Standard Software to Customer; and

     (b)  perform Maintenance Services in relation to the Standard Software for
          Customer,

     all in accordance with the terms and conditions of this Module, in
     consideration of which Customer shall pay Security Domain the applicable
     License Fees and Maintenance Fees in accordance with the terms and
     conditions of this Module.

2.   LICENCE OF STANDARD SOFTWARE

2.1  Security Domain grants to Customer a perpetual, non-exclusive,
     non-transferable licence, commencing on the Standard Software Commencement
     Date, to use the Standard Software in the Territory in the course of
     Customer's ordinary business in accordance with any limitations specified
     in Appendix A1.

2.2  Under the Licence:

     (a)  Customer may only use the Standard Software in accordance with the
          Documentation and the normal operating procedures notified to it by
          Security Domain.

     (b)  Subject to sub-paragraph (c), Customer shall not copy, adapt, change
          or modify the Standard Software or any part of it or merge the
          Standard Software or any part of it with other software except as
          specified by Security Domain and using an interface provided for this
          purpose by Security Domain, unless previously authorized to do so in
          writing by Security Domain.

     (c)  Customer may make the number of copies of the Standard Software
          specified in Appendix A1 for the purpose of:

          (i)  its back-up, disaster recovery and security operations; and

          (ii) using the Standard Software within the terms of paragraph 2.1.

     (d)  Customer shall maintain a record of the locations of all Standard
          Software at all times and shall allow Security Domain access to that
          record at any time during Business Hours.

     (e)  Customer shall not re-supply the Standard Software or any part of it
          to any other person or permit the use, adaptation or copying of the
          Standard Software or any part of it by any other person.

     (f)  Customer shall not reverse assemble, reverse compile or directly or
          indirectly allow any other person to reverse assemble or reverse
          compile the Standard Software or any part of it.

2.3  Security Domain shall deliver and install the Standard Software, at the
     installation site notified to it by Customer, on or before the Installation
     Date during Business Hours.

2.4  Security Domain shall:

     (a)  test the Standard Software within the period specified in Appendix A1
          in accordance with its established standard test procedures; and

     (b)  provide Customer with a description of the test procedures



<PAGE>   18
          undertaken by it in relation to the Standard Software and the results
          of those test procedures.

2.5  Customer shall be deemed to have accepted any Standard Software upon the
     earlier of:

     (a)  the date it receives notice from Security Domain of the satisfaction
          of the acceptance tests of that Standard Software; or

     (b)  the expiry of a 30 day period of live commercial operation of that
          Standard Software.

3.   MAINTENANCE SERVICES

     Security Domain shall maintain the Standard Software in accordance with
     Appendix A2.

4.   OWNERSHIP OF INTELLECTUAL PROPERTY

4.1  Customer acknowledges that all right, title and interest in the Standard
     Software and all Intellectual Property in it is and shall at all times be
     owned by Security Domain, even if the Standard Software or any part of it
     is modified or adapted by Customer, except as provided for in this clause.
     Where custom modifications to the Standard Product, that result in
     substantial transformation of the functionality of the Standard Product,
     are carried out by Security Domain or by the Customer with the consent of
     Security Domain and paid for by the Customer, the ownership of and rights
     to exploit such resulting changes shall be the subject of a separate
     agreement between the parties.

4.2  Customer acknowledges that, if the Standard Software or any part of it is
     modified or adapted by Customer without the prior written consent of
     Security Domain, this Module shall apply to the Standard Software or any
     part of it as modified or adapted.

4.3  Customer shall:

     (a)  ensure that all copies of Standard Software:

          (i)   are to the extent practicable signified and identified as the
                property of Security Domain;

          (ii)  are at all times protected from access, use or misuse, damage or
                destruction by any person not authorised in writing by Security
                Domain for that purpose; and

          (iii) remain free of any lien, charge or encumbrance of persons other
                than Security Domain or its nominees; and

     (b)  do all further acts and things and execute any documents necessary or
          convenient to give effect to this paragraph 4.

5.   INTELLECTUAL PROPERTY INDEMNITY

5.1  Subject to paragraphs 5.2, 5.3 and 5.4, Security Domain shall indemnify
     Customer against liability under any final judgment in legal proceedings
     brought in the Territory by a third party against Customer determining that
     Customer's use of the Standard Software or any part of it infringes the
     Intellectual Property of that third party.

5.2  Security Domain shall not be obliged to indemnify Customer if any alleged
     or actual infringement that arises from infringement of the inventions,
     methods and devices described and claimed in following patent registered in
     the United States of America, commonly known as the RSA algorithm patent:

     "Cryptographic Communications System and Method" No. 4,405,829

     Customer acknowledges that it is wholly

<PAGE>   19
     responsible for ensuring that its use of the Products and its business
     operations do not infringe this patent.

5.3  Security Domain shall not be obliged to indemnify Customer if any alleged
     or actual infringement arises from:

     (a)  use of the Standard Software in combination by any means and in any
          form with computer hardware or software not supplied or specifically
          approved by Security Domain;

     (b)  use of the Standard Software in a manner or for a purpose not
          reasonably contemplated or not authorised by Security Domain;

     (c)  modification of the Standard Software without the prior written
          consent of Security Domain; or

     (d)  any transaction entered into by Customer relating to the Standard
          Software without the prior written consent of Security Domain.

5.4  Notwithstanding paragraph 5.1, Security Domain shall not be obliged to
     indemnify Customer unless Customer:

     (a)  notifies Security Domain as soon as practicable of any potential,
          suspected, alleged or actual infringement referred to in paragraph
          5.1;

     (b)  gives Security Domain the option to, at Security Domain's expense,
          conduct the defence of actions or claims referred to in paragraph 5.1,
          including negotiations for settlement or compromise prior to the
          institution of legal proceedings;

     (c)  provides Security Domain with all necessary assistance, at Security
          Domain's expense, in conducting the defence of legal proceedings
          referred to in paragraph 5.1;

     (d)  permits Security Domain to modify, alter or substitute Standard
          Software, at Security Domain's expense, so that such infringement is
          removed or avoided; and

     (e)  authorises Security Domain to procure for Customer, at Security
          Domain's expense, the lawful right to continue the use and possession
          of the Standard Software.

5.4  Without limiting the generality of paragraph 5.3, if it is determined by
     any independent tribunal of fact or law or if it is agreed between the
     parties to the dispute that any infringement of the Intellectual Property
     of any third party has occurred because of Customer's use of the Standard
     Software or any part of it, Security Domain shall at its own expense:

     (a)  modify, alter or substitute the Standard Software so that such
          infringement is removed or avoided;

     (b)  procure for Customer the lawful right to continue the use and
          possession of the Standard Software; or

     (c)  if the solutions in sub-paragraphs (a) and (b) cannot be achieved,
          recall the Standard Software and terminate this Module.

5.5  To the extent permitted by law, Security Domain's total liability to
     Customer pursuant to paragraph 5.1 shall be limited to and shall not exceed
     the amount specified in Appendix A1 in aggregate for all claims made by
     Customer to Security Domain pursuant to paragraph 5.1.

6.   GENERAL WARRANTIES

6.1  Security Domain warrants that software comprising the Standard Software
     will, during normal use within the operating environment designated in the
     Documentation, substantially perform the

<PAGE>   20
     functions detailed in the Documentation and shall at its own expense remedy
     any such error or defect in that software notified to it during the
     Warranty Period.

6.2  Security Domain does not warrant that:

     (a)  the Standard Software is error-free;

     (b)  use of the Standard Software will be uninterrupted;

     (c)  the Standard Software will meet Customer's requirements or be fit for
          any particular purpose required by Customer other than as set out in
          the Documentation;

     (d)  the Standard Software will operate in combination by any means and in
          any form with any computer hardware or software not documented for
          such use in the Documentation, or not specifically approved in writing
          for such use by Security Domain; or

     (e)  the Standard Software will provide any function or adequately perform
          in any operating environment not designated in the Documentation.

7.   TERMINATION

7.1  Without prejudice to any other rights or remedies available to either
     party, a party ("the terminating party") may terminate this Module
     immediately by notice if:

     (a)  the other party has failed to perform or observe any obligation under
          this Module and the other party has not rectified such failure within
          30 days after the date it receives a notice from the terminating party
          requiring such failure to be rectified; or

     (b)  the other party commits an Act of Bankruptcy; or

     (c)  a Force Majeure Event in relation to performance of this Module
          continues for a period of 30 days after a Suspension Notice is given
          by either party in respect of that Force Majeure Event.

7.2  Without prejudice to any other rights or remedies available to either
     party, Security Domain may terminate this Module immediately by notice if:

     (a)  any payment due from Customer to Security Domain pursuant to this
          Module remains unpaid for the period specified in Appendix A1;

     (b)  except as expressly authorised in this Module, Customer copies,
          disposes of, modifies, reverse engineers or changes the Standard
          Software or any part of it without Security Domain's prior written
          consent; or

     (c)  without limiting anything in sub-paragraph (b), Customer otherwise
          breaches the terms and conditions of the Licence.

8.   EFFECT OF EXPIRY OR TERMINATION

8.1  Subject to paragraph 8.2, upon expiry or termination of this Module, by
     whatever means and howsoever effected:

     (a)  at Security Domain's direction, Customer shall:

          (i)  deliver to Security Domain all copies of Standard Software;
               and/or

          (ii) destroy all copies of Standard Software,

          in the possession, power or control of Customer or any of its
          officers, employees, agents or advisers;

     (b)  Security Domain shall provide reasonable assistance to enable the
<PAGE>   21
          transfer of the functions and Services undertaken by it under this
          Module to Customer or to a third party nominated by Customer;

     (c)  Customer shall pay Security Domain on a time and materials basis, at
          Security Domain's then current standard rates, for all assistance
          rendered pursuant to sub-paragraph (b) above;

     (d)  both parties shall be regarded as discharged from any further
          obligations under this Module; and

     (e)  either party may pursue any additional or alternative remedies
          provided by law or in equity.

8.2  Notwithstanding paragraph 8.1, the terms and conditions in this paragraph 8
     shall remain operative and in full force and effect after the expiry or
     termination of this Module, by whatever means and howsoever effected.
<PAGE>   22
                                  APPENDIX A1

                          LICENCE OF STANDARD SOFTWARE

1.   DEFINITIONS

     (a)  DESIGNATED SYSTEM

          A public key infrastructure to enable the Customer to provide secure
          communications services.

     (b)  INSTALLATION DATE

          Before 30th September, 1997, or as otherwise agreed between the
          parties.

     (c)  STANDARD SOFTWARE

          Open SECURkey family of public key infrastructure products, including
          but not limited to SECURcertify, SECURregister, SECURstore, SECURgen,
          Web Registration Authority, plus all standard enhancements to these
          products that may be developed by Security Domain and marketed to
          multiple customers during the next twelve months.

          SECURuser security sub-system, plus all standard enhancements to these
          products that may be developed by Security Domain and marketed to
          multiple customers during the next twelve months.

          Those parts of SECURserver which may be used to implement user
          authentication services within the Contego secure communications
          services, but not including custom software developments that may be
          required to enhance those parts, which shall be the subject of a
          separate agreement.

     (d)  STANDARD SOFTWARE COMMENCEMENT DATE

          Upon execution of the Operating Agreement between Security Domain and
          Intelispan L.L.C. and other parties relating to the operation of
          Contego, L.L.C.

     (e)  TERRITORY

          North America, and other parts of the world, provided that where
          products are used other than in North America, they are only used as
          part of the Customer's secure communication service.

     (f)  LICENCE FEES

          Payment shall be by way of creation of a capital interest in Contego
          L.L.C., pursuant to the Special Terms and Conditions in Schedule 2 of
          this agreement, and the terms and conditions of the Operating
          Agreement between Security Domain and Intelispan LLC and other parties
          relating to the operation of Contego, L.L.C.

2.   PARAGRAPH 2.1 - LIMITATIONS ON USE

     (a)  LICENSED NUMBER OF WORKSTATIONS

<PAGE>   23
          No limitation, provided that SECURuser is used as part of the Contego
          secure communication service.

     (b)  OTHER (eg, USE AS PART OF THE DESIGNATED SYSTEM)

          Use of the software to develop and market secure communications
          services.

3.   PARAGRAPH 2.2(c) - NUMBER OF COPIES

     No limitation provided that the Standard Software is only used as part of
     the Contego secure communications service.

4.   PARAGRAPH 2.4 - TESTING PERIOD

     Within 10 days after Security Domain has completed installation of the
     Standard Software.

5.   PARAGRAPH 5.5 - LIMITATION ON LIABILITY

     US$750,000 in aggregate of all claims made by Customer to Security Domain
     pursuant to paragraph 5.1.

6.   PARAGRAPH 7.2 - PERIOD OF TIME PAYMENT REMAINS UNPAID

     Not applicable
<PAGE>   24
                                  APPENDIX A2
                              Maintenance Services

1.   MAINTENANCE FEES

     To be agreed between the parties prior to expiry of the warranty period.

2.   PRINCIPAL MAINTENANCE SERVICES OBLIGATION

     Security Domain shall use its best endeavours to perform such Maintenance
     Services as are necessary to ensure that:

     (a)  the Standard Software remains in conformity and performs in accordance
          with the Documentation; and

     (b)  the Standard Software is and remains free from errors and defects.

3.   DESCRIPTION OF MAINTENANCE SERVICES

     The Maintenance Services to be provided to or for the benefit of Customer
     by Security Domain in accordance with this Appendix include (without
     limitation) provision of the following services promptly as necessary in
     the circumstances:

     (a)  telephone support in the form of consultations, assistance and advice
          in connection with the use of Standard Software and any difficulties
          and defects with such software;

     (b)  if such telephone support has not remedied or cannot remedy the defect
          or error, correction by means of modem or at the site of the defect or
          error;

     (c)  provision and installation of new releases, patches, workarounds,
          corrections, updates, new versions or enhancements which have been
          developed, tested and released;

     (d)  revision and supplementation of Documentation, including, where
          suitable, information relating to availability of code corrections,
          identified procedures and limitations; and

     (e)  provision of guidance to Customer's personnel on contact procedures
          and investigation requests.

     Maintenance Services will be provided during Business Hours.

4.   MAINTENANCE REPORTS

     Security Domain shall keep fully detailed records of:

     (a)  all requests for Maintenance Services;

     (b)  the responses and measures taken to such requests; and

     (c)  the outcomes of such responses and measures.

<PAGE>   1
                                                                    EXHIBIT 10.4

                             DISTRIBUTOR AGREEMENT

This reseller and distributor agreement ("Agreement") is entered into this 15th
day of January, 1999 between Contego, LLC ("Contego") and Intelispan, Inc.
("Intelispan").

1.   PURPOSE

          1.1.  PKI Product. Contego develops and markets a software program
operating over a TCP/IP network known as "Contego-PKI", which includes TD
Client, certain interfaces and server software. TD Client permits a client
computer to authenticate its identity, using a pre-established key, with a
server computer running certain software from Zergo, PLC ("Zergo") that Contego
distributes.

          1.2.  Premium Authentication Service. Contego has integrated TD Client
with certain Zergo products into the private advanced network (the "GridNet
Network") owned and operated by MCI WorldCOM to provide a specialized
authentication service (the "Premium Authentication Service").

          1.3.  Distribution Rights. Contego has the right to license certain
distributors to sell the Premium Authentication Service, provided such
distributors are licensed resellers of the GridNet Network.

          1.4.  Subdistributor. Intelispan desires to be appointed as a
subdistributor of the Premium Authentication Service.

2.   RESELLER TERMS

          2.1.  Grant of Subdistributor License. Contego appoints Intelispan as
a subdistributor of the Premium Authentication Service for the Territory,
subject to the terms contained in this Agreement (the "Subdistributor License").
All customer agreements ("Customer Agreement") must comply with the
then-current Customer Agreement specified by Contego, in compliance with
requirements established by Contego. The current acceptable Customer Agreement
is specified in Attachment "A".

          2.2.  Territory. Intelispan may market, solicit and license the
Premium Authentication Service to prospective customers and customers
worldwide, without limitation (the "Territory").

          2.3.  Pricing. Intelispan must comply with the pricing terms specified
in Attachment "B".

          2.4.  Royalty. Intelispan shall pay to Contego, under the terms of
Section 2.5 below, a royalty of 60% of all amounts paid to Intelispan for the
Premium Authentication Service. The royalty shall be calculated based upon the
amount charged by Intelispan over its rate for any underlying services. For
example, if Intelispan sells a service that includes its exSPANd VPN, TradeSPAN
and the Premium Authentication Service, the royalty shall be paid only upon the
portion of the fee attributable to the Premium Authentication Service.
Intelispan shall not manipulate its fees to attribute less to the Premium
Authentication Service when it bundles its services. In case of a dispute, the
presumed reasonable amount shall be a pro rata percentage based upon
Intelispan's published rates for such services, which presumption may be
overcome by competent evidence.

          2.5.  Reporting and Payment Terms. No later than the thirtieth day
after each calendar quarter, Intelispan shall deliver to Contego a report
containing: (a) the name of each party with which Intelispan billed for the
Premium Authentication Service during the prior calendar quarter ("Customer");
(b) the amount of fees billed to and paid by the Customer for such period; and
(c) the amount of fees payable by Intelispan to Contego for such Customer. The
specified

                                     Page 1
<PAGE>   2
payment shall accompany the report. Intelispan must comply with the Customer
payment terms specified in the Customer Agreement.

          2.6.  Bad Accounts. Intelispan shall be credited with any payments
made to Contego for which Intelispan never receives Customer payment.

          2.7.  Audit rights. Contego shall have the right to examine books,
records and accounts of Intelispan, during normal business hours, to verify
Intelispan's reports regarding the amount of payments made under this
Agreement. If such examination discloses a shortfall in payment of more than
five percent (5%) for any calendar period, Intelispan shall reimburse Contego
for all reasonable expenses of such audit.

3.   INTELLECTUAL PROPERTY RIGHTS

          3.1.  Re-Branding and Attribution. Intelispan shall resell the Premium
Authentication Service under an Intelispan brand name, which Intelispan
currently anticipates will be "exSPANd-PKI" (the "Intelispan Mark"). Intelispan
may also distribute TD Client with the Intelispan Mark, provided that copyright
notices for the software are not modified and attribution is given to Contego
for developing the software.

          3.2.  License of Marks. Contego authorizes Intelispan to use the
"Contego" mark and logo ("Contego Marks"), at Intelispan's option, for
Intelispan's marketing and other written materials offered in connection with
selling the Premium Authentication Service, subject to any usage guidelines
provided by Contego to Intelispan. Intelispan does not acquire any additional
rights of any kind in any trademark, trade name, logo or product designation
used or owned by Contego. Intelispan shall cease to use the Contego Marks or
any similar markings upon the expiration or termination of this Agreement.

          3.3.  Marketing and Other Materials. Contego authorizes Intelispan to
use and reprint any literature developed by Contego for or relating to the
Premium Authentication Service, including product marketing literature, white
papers, marketing materials and product positioning papers. Intelispan may, at
its option, reprint such materials under the Intelispan name.

          3.4.  Demonstration Licenses. Contego grants to Intelispan a
non-exclusive, non-transferable, non-assignable demonstration license (the
"Demo License") to operate, for internal marketing and demonstration purposes
only,the Premium Authentication Service including TD Client. Intelispan may use
such software for evaluation and testing purposes only and not for general
commercial use. This Demo License automatically terminates with the termination
or expiration of this Agreement.

          3.5.  Protection of Software. The TD client software and other
software for the Premium Authentication Service contain copyrighted material,
trade secrets, and other proprietary material that is owned by Contego and/or
third parties that have licensed the rights to Contego. Intelispan may
decompile, reverse engineer, disassemble or otherwise reduce such software to a
human-readable form only for purposes of improving such software and/or to
interface with other systems owned or operated by its customers, provided that
such improvements are used in connection with the Premium Authentication
Service. Contego maintains ownership of any such derivative works.

          3.6.  Export Issues. Use of Premium Authentication Service by the U.S.
Government is conditioned upon the Government agreeing that the product is
subjected to Restricted Rights as provided under the provisions listed in
subdivision (c)(1)(ii) of Clause 252.227-7013 of the Defense Federal
Acquisition Regulations Supplement, or the similar acquisition regulations of
other applicable U.S. Government organizations. Intelispan shall comply with
all applicable export control laws and regulations, including the Export
Administration Regulations maintained by the United States Department of
Commerce.

                                     Page 2

<PAGE>   3
Intelispan acknowledges that the Premium Authentication Service includes
encryption technology, which is regulated by the U.S. Government and may effect
distribution of the product.

4.   TERM

     4.1. Term. The initial term of this agreement shall be for five (5) years
from the date of execution. The agreement shall automatically renew for
successive one (1) year terms thereafter unless otherwise terminated by the
parties.

     4.2. Automatic Termination. This Agreement shall automatically terminate if
the GridNet-Contego Agreement terminates for any reason. However, regardless of
any provision in this agreement, Contego shall be liable to Intelispan for a
breach of this Agreement if the GridNet-Contego agreement is terminated
intentionally or for convenience by Contego.

     4.3. Default and Remedies. Upon any material breach of this Agreement, the
non-breaching party shall provide the breaching party with a detailed notice
describing the breach. The breaching party shall then have thirty (30) days
("Cure Period") in which to cure the breach. If the Cure Period expires and the
breach has not been cured, the non-breaching party may immediately terminate
this Agreement.

     4.4. Obligations on Termination. Upon termination of this Agreement,
Intelispan shall immediately cease further marketing and sales of the Premium
Authentication Service and shall destroy or return all software media and other
materials related to the Premium Authentication Service. Intelispan shall
continue to pay to Contego for all Customers that continue using the Premium
Authentication Service.

     4.5. Limited Warranty. Contego warrants that the Contego-GridNet Agreement
is currently valid and binding and that such agreement permits Contego to grant
the rights contained herein. Intelispan's sole remedy, and Contego's sole
obligation for any breach of this warranty shall be the indemnification
obligation provided below. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY, NEITHER
CONTEGO, NOR ANY CONTEGO LICENSORS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

     4.6. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO
LOST PROFITS, LOST BUSINESS OR INTERRUPTION OR LOSS OF BUSINESS INFORMATION,
EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
REGARDLESS OF THE FORM OF ANY ACTION, CONTEGO'S AGGREGATE LIABILITY TO
INTELISPAN FOR ACTUAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE
LIMITED TO THE TOTAL AMOUNT PAID BY INTELISPAN TO CONTEGO UNDER THIS AGREEMENT
DURING THE SIX (6) MONTHS PRECEDING THE DATE OF THE CAUSE OF ACTION.

     4.7. Indemnification. Contego and Intelispan shall hold one another
harmless from and against any costs, expenses (including reasonable attorney's
fees), liability or other damage arising from a claim made by any third party
(including GridNet and/or MCI WorldCOM) for the indemnifying party's breach of
any representation, warranty or covenant provided in this Agreement or its
conduct and activities under this Agreement.

5.   OTHER PROVISIONS





                                     Page 3
<PAGE>   4
     5.1. Confidentiality. Without the prior written consent of the other party,
neither Contego nor Intelispan shall publish, disclose or convey to any other
person or entity any Confidential Information of the other party unless
required by law, a court of competent jurisdiction, or to obtain any Regulatory
Approval. Any disclosure required for legally mandated reasons shall be made
only after providing the non-disclosing party with notice of such required
disclosure to permit the non-disclosing party to seek an appropriate protective
order or exemption. "Confidential Information" means the terms and conditions
of this Agreement, all documents referenced in this Agreement, communication
between the parties regarding this Agreement or the Services (including
billings to End Users for service provided hereunder), and all non-public
information regarding the parties' businesses and business practices, such as
financial information, pricing information, trade secrets, customer lists and
marketing plans.

     5.2. Independent Contractor. Acknowledging Intelispan's ownership interest
in Contego, Intelispan is an independent contractor under this agreement and is
not an employee, franchisee, partner or co-venturer of or with Contego. Except
as may specifically be provided by this Agreement, Intelispan is solely
responsible for its own business expenses (including, but not limited to, all
costs of purchasing or leasing office space, equipment and furniture, employing
or hiring any full-time or part-time office personnel or sales representatives,
and securing insurance of any kind), working hours, office location, customer
contacts, transportation, advertising and promotion.

     5.3. Integration. This Agreement is the entire agreement between the
parties regarding all matters contained in this Agreement, and it supersedes
any prior agreements, whether written or oral, on such matters. Any changes,
modifications, additions or terminations of this Agreement must be in writing
and signed by the party against whom enforcement is sought.

     5.4. Notices. All notices or communications under this Agreement shall be
in writing and shall be hand delivered or mailed to the parties addressed in the
form listed in the preamble to this Agreement.

     5.5. Severability. If any court or administrative agency decides that any
part, term or provision of this Agreement is prohibited, the rights and
obligations of the parties shall be construed and enforced to the greatest
extent allowed by law, or if necessary, the Agreement will be construed as
though it does not contain that offending part, term or provision.

CONTEGO, LLC                            INTELISPAN, INC.

/s/ Ronald Loback                       /s/ Peter A. Nelson
- -------------------------------         ----------------------------------
By Ronald Loback                        By Peter A. Nelson
Chief Executive Officer                 CEO & President


                                     Page 4

<PAGE>   5
                                    ADDENDUM

This addendum ("Addendum") to the Distributor Agreement ("Distributor
Agreement") dated January 15, 1999 between Contego, LLC ("Contego") and
Intelispan, Inc. ("Intelispan") is effective this      day of          ,
1999.

A. Contego previously granted certain rights to Intelispan to Re-Brand the
   Premium Authentication Service as specified in Section 3.1 of the Distributor
   Agreement.

B. Intelispan now desires to make certain additional changes to the Contego
   product known as TD Client, both to use in reselling the Premium
   Authentication Service (branded by Intelispan as "exSPANd-PKI") and for use
   with Intelispan's own exSPANd VPN Service. For consistency in marketing, to
   save on costs, and to provide more transparency for customers that use both
   or change between exSPANd-PKI and exSPANd VPN, Intelispan desires to use the
   dialing capacity in TD Client as the dialer for the software offered with
   exSPANd VPN.

C. Contego does not desire to expend additional funds on the changes requested
   by Intelispan although it acknowledges that certain changes are necessary to
   improve the dialing capacity and other functionality of TD Client.

The parties therefore agree:

1. Contego licenses to Intelispan the right to modify the source code for the TD
   Client software (the "Revised Software") to make improvements in the dialer
   and in the software in general, whether to improve TD Client for use with the
   Premium Authentication Service or for use with Intelispan's exSPANd VPN
   Service, and to distribute the executable version of the Revised Software for
   use with the Premium Authentication Service and/or exSPANd VPN.

2. Contego licenses to Intelispan the right to use and re-brand the TD Client
   software without specific attribution to Contego.

3. Intelispan agrees to bear sole responsibility for payment of work to create
   the Revised Software. Except as specified herein, Intelispan agrees that
   Contego will retain all rights in the copyright and trade secrets to the
   Revised Software.

CONTEGO, LLC                                 INTELISPAN, INC.

/s/ Peter A. Nelson                          /s/ Ronald A. Loback
- ------------------------                     ------------------------
By Peter A. Nelson                           By Ronald A. Loback
Manager, Contego LLC                         Executive VP / COO

<PAGE>   1
                                                                    EXHIBIT 23.3

I hereby consent to the use of my name as a director of Intelispan, Inc., to be
designated by Commonwealth Associates, L.P. upon completion of the Company's
private placement in January 2000.

                                                      /s/ Michael S. Falk
                                                      --------------------------
                                                      Michael S. Falk

<PAGE>   2
                                                                    EXHIBIT 23.3

I hereby consent to the use of my name as a director of Intelispan, Inc., to be
designated by Commonwealth Associates, L.P. upon completion of the Company's
private placement in January 2000.

                                                   /s/ Maurice J. Gallagher, Jr.
                                                   -----------------------------
                                                   Maurice J. Gallagher, Jr.

<PAGE>   3
                                                                    EXHIBIT 23.3

I hereby consent to the use of my name as a director of Intelispan, Inc., to be
designated by Commonwealth Associates, L.P. upon completion of the Company's
private placement in January 2000.

                                                   /s/ Philip R. Ladouceur
                                                   -----------------------------
                                                   Philip R. Ladouceur




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