                ANTHISTLE SYSTEMS & PROGRAMMING LTD.
                        563 Patricia Drive,
                        Oakville, Ontario,
                          CANADA L6K 1M4

                        Phone 905-845-7959

                                               22nd. December, 1993


                   REGISTRATION FOR PAYROLL CANADA
                   ===============================

     PAYROLL  CANADA  is  complete  in  itself,  it  maintains  your
Employee database,  does all calculations of Wages and Taxes, prints
Pay Cheques (or Pay Slips for Manual Cheques/Cash Payrolls),  prints
a Payroll Register (both Current and YTD),  and Cheque Register.  It
also prints a Summary Journal Report with YOUR ACCOUNT NUMBERS right
in it,  which can be used with ANY Accounting System -  computer  or
manual.  There  is  even  a  PD7AR report to show how much is due to
Revenue Canada for each pay,  and T4's can be edited before they are
printed.

     PAYROLL CANADA is not merely  an  extension  of  an  Accounting
System, it is a DEDICATED Payroll System.  It is suitable for office
and industrial employees. We think it is the best there is. Most  PC
payroll systems cost in the region of $500.00 to $1,000.00 or more -
PAYROLL  CANADA  has  comparable  features  to  (probably  even more
features than) the expensive systems, it is easy to use, and because
it is distributed as ShareWare we have no packaging and  advertising
costs,  no dealer markups, etc.  so we can pass these savings on and
price it at less than wholesale -  just $195.00 .    PLUS you get to
try it out for only  the  costs of copying the diskettes or download
connect time before you decide to Register.  WHAT A BARGAIN -  DON'T
MISS  OUT  ON IT !  Price may increase after end March 1995.  Annual
Upgrade Fee  first payable  one year after Registration is currently
$100.00 - mandatory for keeping taxes and T4 printing up to date.

     dBASE, LOTUS,  etc.  are not pre requisites for using
PAYROLL  CANADA  It  can  be  used  on its own - but we provided the
interfaces to LOTUS, dBASE, etc.,  to make it the ULTIMATE
Payroll  Front  End  for people who are already using those programs
and so that Lotus and dBASE users can use those packages  to  create
any additional custom payroll reports they might require.

     PAYROLL  CANADA  is  fast and user friendly,  provides superior
entry screens, on line edits in Pop Up Windows, and a degree of User
Customisation that is otherwise just  not  available.  We  are  also
interested   in   discussing   custom  enhancements  and  interfaces
(including interfaces to Mainframe Accounting Systems)  which  might
be particularly appropriate to larger Corporations.  We have already
done  several  such  for large companies in the Toronto and Oakville
area

     PAYROLL CANADA is a big system designed to run on the IBM PC XT
IBM AT, IBM PS/2 and 286/386/486 compatibles. It was written in Turbo
Pascal and compiled with Borland Pascal 7.0 .  The  compiler  output
(which  is  what  we are distributing) is ready to run machine level
code.  ( DOS .COM and .EXE files).  You do not need Turbo Pascal  to
run it.


                      TAX TABLES / REGISTRATION
                      =========================

     PAYROLL CANADA V3.7  has the Jan. 1994 Taxes,  CPP,  UIC as per
Revenue Canada MC60.  These taxes may be good until end 1994, but
Revenue Canada changes are possible on 1st. July 1994.

     PAYROLL CANADA contains Tax / CPP / UIC  tables  valid  in  all
Provinces  and  Territories except Quebec.  The Federal Reduction is
calculated for Quebec,  but we skipped the  Provincial  taxes  there
because  there  are  substantial  differences to other Provinces and
they are collected directly by the Provincial  Government  therefore
the formulas are not published in the Federal MC60 Booklet.  Sale of
this  program  in Quebec would probably also require us to translate
everything into French - something we are not prepared to do  unless
we  first  see  enough potential demand to justify it.  If you are a
resident of Quebec then please accept our apologies.  It is a simple
matter of economics.

     Registration  is  $195.00  (subject  to  review  and   possible
increase  at  end  March  1995).  There  is also a mandatory $100.00
annual fee for Tax Updates.  These are issued once or twice  a  year
(depending  on  Revenue  Canada)  and the $100 covers both (if as in
recent years there are two).  The updates are a complete replacement
of your existing programs and any other improvements or  changes  to
the  system  will  be included.  You are therefore always assured of
having the most recent release of the PAYROLL  CANADA  System.  With
your  January  tax  update  you  will  also  receive the most recent
version of  the  T4PRINT.EXE  program.  Your first year's update fee
is billed a year after Registration.


                              SALES TAX
                              =========

     We  have  been  advised by the Ontario Ministry of Revenue that
Ontario Residents must add 8% Retail Sales Tax  to  all  orders.  No
tax  is  payable on orders from outside Ontario which are shipped by
us directly to an address outside of Ontario.  Orders shipped anywhere
in Canada are also subject to GST at 7% - our GST Registration Number
will be provided with an acknowledgement of your order.  Please add
these taxes to your order - see file INVOICE.TXT for a calculation of
the full cost.


                       LIMITATION OF LIABILITY
                       =======================

     The programs are subject to the usual disclaimers, as follows:

1.   Anthistle Systems & Programming Ltd. disclaims all warranties
     relating to this software, whether express or implied,
     including but not limited to any implied warranties of
     merchantability and fitness for a particular purpose, and all
     such warranties are expressly and specifically disclaimed.

2.   Anthistle Systems & Programming Ltd. makes all software
     available solely on an "as is" basis.

3.   Neither Anthistle Systems & Programming Ltd. nor anyone else
     who has been involved in the creation, production, or delivery
     of this software shall be liable for any special, collateral,
     indirect, consequential, or incidental damages arising out of
     the purchase or use or inability to use such software even if
     Anthistle Systems & Programming Ltd. has been advised of the
     possibility of such damages or claims.

4.   Anthistle Systems & Programming Ltd. reserves the right to make
     changes to any and all parts of this software, at any time,
     without obligation to notify any person or entity of such
     changes.

5.   The sole and exclusive liability of Anthistle Systems &
     Programming Ltd., regardless of the form of action, shall not
     exceed the Purchase Price (excluding any Annual Update Fees)
     Paid. Moreover, Anthistle Systems & Programming Ltd. shall not
     be liable for any claim of any kind whatsoever by any other
     party against the user of the programs.

6.   This agreement shall be governed by the laws of Canada and of
     the Province of Ontario, Canada and shall inure to the benefit
     of Anthistle Systems & Programming Ltd. and any successors,
     administrators, heirs and assigns.  Any action or proceeding
     brought by either party against the other arising out of or
     related to this agreement shall be brought only in a Provincial
     or Canadian Federal Court of competent jurisdiction located in
     the Region of Halton, Ontario, Canada, or if action is brought
     in a Federal Court and no such court is located in the Region
     of Halton then the action will be brought in the Federal Court
     located closest to the town of Oakville, Ontario. The parties
     hereby consent to in personam jurisdiction of said courts.


                   Christopher Anthistle, F.C.I.I.
                  President,  22nd. December, 1993
