| CONFIDENTIAL INFORMATION DISCLOSURE AGREEMENT | |
| It is understood and agreed that the following shall govern the oral | |
| and/or written disclosure of CONFIDENTIAL INFORMATION by VASCO DATA SECURITY, | |
| INC. ("VASCO") to HUCOM, INC. ("HUCOM") concerning the VASCO SmartCard Reader, | |
| AccessKey, Digipass and software products. | |
| The CONFIDENTIAL INFORMATION is disclosed in confidence so that HUCOM may | |
| evaluate and use CONFIDENTIAL INFORMATION for the purpose of assisting VASCO in | |
| the commercial exploitation thereof. | |
| In consideration of the disclosure, HUCOM | |
| agrees to treat, and will treat, the CONFIDENTIAL INFORMATION disclosed to it as | |
| confidential until such time as the CONFIDENTIAL INFORMATION becomes publicly | |
| available through no act or failure to act on the part of HUCOM as evidenced by | |
| written documentation. | |
| HUCOM further agrees not to make any use of the CONFIDENTIAL INFORMATION | |
| other than for the above-mentioned purpose(s) and will not disclose CONFIDENTIAL | |
| INFORMATION to any other person without the prior written consent of VASCO, | |
| except that if HUCOM is a corporation, CONFIDENTIAL INFORMATION may be disclosed | |
| to a person within the company on a need-to-know basis. | |
| If no satisfactory | |
| arrangement is concluded between the parties, or if otherwise requested by | |
| VASCO, HUCOM agrees to return to VASCO any written disclosure of CONFIDENTIAL | |
| INFORMATION provided by VASCO plus any copies, notes, summaries or other | |
| materials derived from the CONFIDENTIAL INFORMATION. | |
| With respect to the subject matter set forth above, this Agreement | |
| constitutes the entire agreement between the parties and supersedes any previous | |
| oral or written representations, understandings or agreements as to the above | |
| subject matter. | |
| VASCO DATA SECURITY, INC. HUCOM, INC. | |
| T. Kendall Hunt Hideaki Sato | |
| ------------------------------ ------------------------------ | |
| NAME NAME | |
| Chief Executive Officer CEO & President | |
| ------------------------------ ------------------------------ | |
| TITLE TITLE | |
| /s/ T. Kendall Hunt /s/ Hideaki Sato | |
| ------------------------------ ------------------------------ | |
| SIGNATURE SIGNATURE | |
| 6/3/97 6/3/97 | |
| ------------------------------ ------------------------------ | |
| DATE DATE | |