PAYROLL CANADA

ANTHISTLE LICENSE STATEMENT AND LIMITED WARRANTY

IMPORTANT - READ CAREFULLY This license statement and limited warranty
constitutes a legal agreement ("License Agreement") between you (either
as an individual or a single entity) and Anthistle Systems & Programming
Ltd.  ("Anthistle") for the software product ("Software") identified
above, including any software, media, and accompanying on-line or
printed documentation.

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE
BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT.  If
you are the original purchaser of the Software and you do not agree with
the terms and conditions of the License Agreement, promptly return the
unused Software to the place from which you obtained it for a full
refund.

Upon your acceptance of the terms and conditions of the  License
Agreement, Anthistle grants you the right to use the  Software in the
manner provided below.

This Software is owned by Anthistle or its suppliers and is protected by
copyright law and international copyright treaty.  Therefore, you must
treat this Software like any other copyrighted material (e.g., a book),
except that you may either make one copy of the Software solely for
backup or archival purposes or transfer the Software to a single hard
disk provided you keep the original solely for backup or archival
purposes.

You may transfer the Software and documentation on a permanent basis
provided you retain no copies and the recipient agrees to the terms of
the License Agreement. Except as provided in the License Agreement, you
may not transfer, rent, lease, lend, copy, modify, translate,
sublicense, time-share or electronically transmit or receive the
Software, media or documentation.  You acknowledge that the Software in
source code form remains a confidential trade secret of Anthistle and/or
its suppliers and therefore you agree not to modify the Software or
attempt to reverse engineer, decompile, or disassemble the Software,
except and only to the extent that such activity is expressly permitted
by applicable law notwithstanding this limitation.

If you have purchased an upgrade version of the Software, it constitutes
a single product with the Anthistle software that you upgraded.  You may
use or transfer the upgrade version of the Software only in accordance
with the License Agreement.

ADDITIONAL LICENSE TERMS FOR PAYROLL USA Anthistle grants to you as an
individual, a personal, non- exclusive license to install and use the
Software for the sole purposes of processing your payroll.  You may
install a copy of the Software on a computer and freely move the
Software from one computer to another, provided that you are the only
individual using the Software.  If you are an entity, Anthistle grants
you the right to designate one individual within your organization
("Named User") to have the right to use the Software in the manner
provided above.

Anthistle provides no warranty at all to any person, other than the
Limited Warranty provided to the original purchaser of the Software, and
you will remain solely responsible to anyone receiving payroll generated
by this Software and to anyone receiving taxes and other deductions
calculated by this Software,  and such recipients will have no right to
contact Anthistle for services or assistance.

LIMITED WARRANTY Software is provided "as is," without warranty of any
kind, except that Anthistle warrants the Software media will be free
from defects in materials and workmanship, for a period of ninety (90)
days from the date of receipt.  Any implied warranties on the Software
are limited to ninety (90) days.  Some states/jurisdictions do not allow
limitations on duration of an implied warranty, so the above limitation
may not apply to you.

Anthistle's and its suppliers' entire liability and your exclusive
remedy shall be, at Anthistle's option, either (a) return of the price
paid, or (b) repair or replacement of the Software that does not meet
Anthistle's Limited Warranty and which is returned to Anthistle with a
copy of your receipt.  This Limited Warranty is void if failure of the
Software has resulted from accident, abuse, or misapplication.  Any
replacement Software will be warranted for the remainder of the original
warranty period or thirty (30) days, whichever is longer.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANTHISTLE AND ITS
SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-
INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR
FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU
SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM
STATE/JURISDICTION TO STATE/JURISDICTION.

LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL ANTHISTLE OR ITS SUPPLIERS BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER
PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT
SERVICES, EVEN IF ANTHISTLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN ANY CASE, ANTHISTLE'S ENTIRE LIABILITY UNDER ANY PROVISION
OF THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT
ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR Cdn.$25; PROVIDED,
HOWEVER, IF YOU HAVE ENTERED INTO AN ANTHISTLE SUPPORT SERVICES
AGREEMENT, ANTHISTLE'S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL
BE GOVERNED BY THE TERMS OF THAT AGREEMENT. BECAUSE SOME STATES AND
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE
ABOVE LIMITATION MAY NOT APPLY TO YOU.

HIGH RISK ACTIVITIES The Software is not fault-tolerant and is not
designed, manufactured or intended for use or resale as on-line control
equipment in hazardous environments requiring fail- safe performance,
such as in the operation of nuclear facilities, aircraft navigation or
communication systems, air traffic control, direct life support
machines, or weapons systems, in which the failure of the Software could
lead directly to death, personal injury, or severe physical or
environmental damage ("High Risk Activities"). Anthistle and its
suppliers specifically disclaim any express or implied warranty of
fitness for High Risk Activities.

U.S. GOVERNMENT RESTRICTED RIGHTS The Software and documentation are
provided with RESTRICTED RIGHTS.  Use, duplication, or disclosure by the
Government is subject to restrictions as set forth in subparagraphs
(c)(1)(ii) of the Rights in Technical Data and Computer Software clause
at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial
Computer Software- Restricted Rights at 48 CFR 52.227-19, as applicable.
Manufacturer is Anthistle Systems & Programming Ltd., 563 Patricia
Drive, Oakville, Ontario, CANADA L6K 1M4

GENERAL PROVISIONS This statement may only be modified in writing signed
by you and an authorized officer of Anthistle.  If any provision of this
statement is found void or unenforceable, the remainder will remain
valid and enforceable according to its terms.  If any remedy provided is
determined to have failed for its essential purpose, all limitations of
liability and exclusions of damages set forth in the Limited Warranty
shall remain in effect.

This statement shall be construed, interpreted and governed by the laws
of the Province of Ontario, CANADA.  This statement gives you specific
legal rights; you may have others which vary from state to state and
from country to country.  Anthistle reserves all rights not specifically
granted in this statement.

