
                  REGISTRATION AND SUPPORT SITE AGREEMENT

   THIS AGREEMENT is made between _______________________________________
   ________________________________________________________________ (SITE)
   and Panda Soft, a division of International Meridian Company,
   342 18th Ave N. Hopkins, Minnesota 55343-6909, USA (IMC).


                               STIPLUCATIONS

   1.    IMC desires to make the registration and supporting process of its
         computer software products easier and more accessiable to its users by
         authorizing qualified individual or company in destinated area to
         handle all above process.

   2.    SITE desires to help IMC achieve above goals

         THEREFORE, IMC and SITE agree as follows:


                                   TERMS

   IMC's DUTY AND RIGHT

   1.    Authorize SITE as an agent to distribute, process registration and
         provide support to IMC's software products in the ________________
         __________________________________________________________ region.

   2.    Receive payments of the registration fees collected by the SITE in
         US DOLLARS by bank tranfer or money order at timely matter.
         (At least once a month)

   3.    Provide SITE with the latest updates of the software products by
         holding file attached messages at Panda Soft's FidoNet address
         1:282/1027 about THREE days before the official release of the
         software product.

   4.    Provide SITE with the official support echo by allowing the SITE
         to receive PS_BETA (restricted Betatester echo) and PS_SUPPORT
         (public support echo) from Panda Soft's system at FidoNet address
         1:282/1027

   5.    Allow the SITE to keep 20% of the registration fee as the operation
         cost of the SITE as well as charge upto 10% of the preset price of
         the software products as the process cost.


   SITE'S DUTY AND RIGHT

   1.    Have all IMC's OFFICIAL PUBLIC RELEASED software products available
         to download from the SITE's BBS, and File Request if the site belongs
         to FidoNet or any other networks.

   2.    NEVER disclose or make it publicly available of any non public released
         notice about the software products or the software product itself of
         IMC to any party.

   3.    Process the registration received at timely manners and NEVER
         generate a registration key without receive proper fee payment and/or
         registration form.

   4.    Collect the registration fee and send IMC 80% of the fee at least
         twice a month when a registration is processed during that period
         of time. NEVER charge more than 10% of the pre-set software price
         of IMC.

   5.    Add an online area to the SITE's existing computer bulletin board
         system (BBS) to provide or maintain a seperate BBS to provide
         support to the users of IMC's software products at timely manner.

   6.    Connect to the IMC's supporting BBS to receive PS_BETA and PS_SUPPORT
         echos, and make PS_SUPPORT available to general public, while keep
         PS_BETA confident.

   7.    Poll the IMC's supporting BBS regularly to receive lastest beta and
         public release of IMC's software products.

   8.    Protect IMC's software copyright against illegle duplication of
         registered versions, hacking, reverse-engineer, and other acts
         that damages the software products of IMC.

   9.    Furnish IMC with a copy of all registrations received by the SITE
         either in Paper format or computer media format, which ever the SITE
         chose.

   10.   NEVER make key generation program of IMC's software products available
         to any other parties.

   PRODUCTS

   1.    The SOFTWARE PRODUCTS used here in the document are defined as computer
         software created, designed, and engineered by IMC or/and its associated
         divisions which includes but not limited to Panda Soft.

   2.    Trade Mark: all trade marks will be remain the property of IMC, SITE
         MAY not use different name other than the ones defined by IMC to
         release the software products.

   PERIOD
   1.    This agreement must be renewed every year.
   2.    IMC has rights to terminate this agreement at anytime it feels that
         the SITE is not doing its job correctly.
   3.    SITE may end this agreement if and only if the SITE notifies IMC
         two weeks in advance, and signs an ENDING AGREEMENT.


   In witness whereof, I (SITE) agrees to the conditions listed above, by
   sign below, I agree to act as the agent of IMC in the area defined IF
   IMC chose me as the agent.


   SIGN: _____________________________________   DATE:  __________________
   NAME: _____________________________________   PHONE #: ________________
   COMPANY (if apply): ___________________________________________________
   ADDRESS: ______________________________________________________________
            ______________________________________________________________
   BBS NAME: __________________________________  PHONE #: ________________
   Network adress(es): ___________________________________________________



   ____________________________[Office Use ONLY]__________________________
    RECEIVED ON: __-__-____
    APPROVED ON: __-__-____          APPROVE BY: _________________________
    REGION ASSIGNED: _____________________________________________________
   _______________________________________________________________________


@EOF[Revised On March 6, 1995]
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