                            EMPRESS SOFTWARE INC.

                                  ( "ESI")

                          PROGRAM LICENSE AGREEMENT



BY CLICKING  THE ACCEPTANCE BUTTON OR INSTALLING  OR USING ANY ESI PROGRAMS,
YOU ("CUSTOMER"),  AS AN  ENTITY OR INDIVIDUAL ARE  LICENSING THOSE PROGRAMS
AND ARE  CONSENTING TO BE BOUND BY AND BECOME A  PARTY TO THIS AGREEMENT. IF
YOU  DO  NOT  AGREE TO  ALL  OF  THE TERMS  OF  THIS  AGREEMENT, THE  BUTTON
INDICATING NON-ACCEPTANCE MUST BE  SELECTED, AND YOU MUST NOT INSTALL OR USE
THE PROGRAMS.

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ESI and the Customer agree as follows:

1. LICENSE

ESI  hereby   grants  and  the  Customer   accepts  a  non-transferable  and
non-exclusive license (the "License")  to use the Programs and Documentation
relating  thereto  as  allowed by  the  Installation  Key (collectively  the
"Licensed Materials")  solely for the purposes  of processing the Customers'
own data, or evaluating the Licensed Materials upon the terms and conditions
herein.

2. TERM

The License  shall commence on the date on  which the Programs are installed
by Customer (the "Effective Date") and shall continue (i) for as long as the
Customer  uses the  Licensed Materials;  (ii) unless terminated  as provided
herein; (iii) unless the Installation Key has expired.

3. LOCATION

The License authorizes the  Customer to use the Programs in machine readable
form on one specified machine. However, the Programs may be used temporarily
on another machine for backup only.

4. FEES

The  License Fee  for the  Licensed Materials  will be invoiced  on shipment
unless  the  Licensed Materials  are  used  for solely  for evaluation.  The
Service  Fee  for Maintenance  Services  will  be invoiced  on shipment  and
annually thereafter on the anniversary of the shipment date. The Service Fee
on such anniversary dates shall be the fee then currently in effect for such
services. The  Customer shall pay all amounts within 30  days of the date of
invoice. Overdue  payments shall bear interest at the  rate of 2 percent per
month  (24% per  annum) on  the amount  outstanding from  the date  when the
payment  is  due  until  the  date  payment  in  full is  received  by  ESI.

5. TAXES

Fees do  not include  any applicable taxes.  If the Customer  is required to
withhold  any taxes  or  other charges  pursuant to  any  laws to  which the
Customer  is  subject,  the  Customer  will  pay  as  additional  fees  such
additional amounts  as will  result in ESI  receiving amounts it  would have
otherwise   received  if   no  such   tax  or   charge  had   been  imposed.

6. TITLE

Title to  and ownership of the Licensed Materials  shall at all times remain
with  ESI  and the  Customer  shall  acquire no  rights  to  same except  in
accordance with the terms of the License.



7. ADDITIONAL LICENSE FOR APPLICATIONS DEVELOPMENT TOOLS

When the  Customer uses a Program which  is an applications development tool
("Applications  Development  Tool") to  develop  its  own applications  (the
"Customer Applications"), such Customer  Applications may be used solely for
processing the  Customer's own data  except that the Customer  may license a
third  party if  that  third party  has licensed  its  copy of  the Licensed
Materials from ESI.

8. WARRANTY

ESI  warrants and  represents to  the Customer  that it  has full  right and
authority  to  enter  into  this  Agreement  and  to  license  the  Licensed
Materials.

9. MAINTENANCE SERVICES

ESI  shall  provide   maintenance  and  enhancement  services  ("Maintenance
Services") for  the fees then in effect ("Service  Fee") by providing to the
Customer:

  a. assistance in attempting to correct or bypass defects or errors in the
     Programs; and

  b. enhancements or modifications to the Licensed Materials which ESI may
     from time to time make generally available to its customers.

Fees do  not include any  expenses associated with travel  to the Customer's
place of business in provision of Maintenance Services. ESI will not provide
support for  any Customer Applications. ESI  may cancel Maintenance Services
at any  time following the first anniversary date of  the License on 90 days
prior written notice to the Customer.

10. PROPRIETARY RIGHTS AND COPYRIGHT

ESI has  a proprietary interest in  all of the Licensed  Materials which are
the copyright information of  ESI. Title, ownership rights, and intellectual
property  rights in  the Licensed  Materials shall  remain in  ESI. Customer
acknowledges such  ownership and  intellectual property rights  and will not
take any  action to jeopardize, limit or interfere  in any manner with ESI's
ownership of or rights  with respect to the Licensed Materials. The Customer
shall not copy the Licensed Materials in whole or in part except as provided
in this Agreement.

11. INSTALLATION

The  Customer  shall  be solely  responsible  for  the proper  installation,
operation and use of the Programs. Installation and instruction services may
be   obtained   from   ESI   as   additional   services   at   extra   cost.

12. SUBLICENSE AND ASSIGNMENT

The Customer may not, without the prior written approval of ESI, sublicense,
assign or  otherwise transfer its interest in  the Agreement, the License or
any rights granted under this Agreement whether voluntarily, by operation of
law, by merger, amalgamation or other corporate reorganization or otherwise.

13. DEFAULT

A  breach  of  this  Agreement  shall  be  deemed  to  have  occurred  when:

  a. the Customer breaches or fails to observe or perform any of the
     obligations set out in this Agreement; or

  b. the Customer becomes insolvent, or makes an assignment for the general
     benefit of creditors, or any proceedings shall be commenced by or
     against the Customer under any bankruptcy or insolvency laws or
     proceedings for the appointment of a custodian, receiver, or
     receiver-manager or any other official with similar powers for the
     Customer are commenced, or if the Customer ceases to carry on business.



Upon the occurrence of any such default or breach, ESI, at its option, shall
have the right to  terminate the License or this Agreement without intending
to waive, remove, limit or in any way restrict any legal or equitable remedy
at law  upon the Customer's  threatened or actual breach  of its obligations
under the terms of this Agreement. The Customer agrees that ESI may apply to
a  court of competent  jurisdiction for  an injunction restraining  any such
threatened or actual breach.

14. LICENSE TERMINATION

Upon the  termination of the  License or this Agreement,  the Customer shall
return  the  original  and  destroy all  copies  of  the Licensed  Materials
relating thereto. By written  notice to ESI, the Customer shall certify that
all   such   Licensed   Materials   have   been   returned   or   destroyed.

15. WARRANTY DISCLAIMER

THE  WARRANTIES  OF  ESI  HEREUNDER  SHALL  BE  THE  FULL  EXTENT  OF  ESI'S
OBLIGATIONS   IN   ALL   OR   ANY  SITUATIONS   INVOLVING   PERFORMANCE   OR
NON-PERFORMANCE OF  THE PROGRAMS  OR PARTS THEREOF,  AND ARE IN  LIEU OF ALL
OTHER  WARRANTIES  OR  CONDITIONS EXPRESS  OR  IMPLIED,  INCLUDING, BUT  NOT
LIMITED  TO, IMPLIED  WARRANTIES  OR CONDITIONS  OF MERCHANTABLE  QUALITY OR
FITNESS FOR  A PARTICULAR PURPOSE AND THOSE  ARISING BY STATUTE OR OTHERWISE
IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

ESI does not represent or warrant:

  a. the performance characteristics of the Programs, including response
     time, machine usage and other operating characteristics on any
     particular hardware;

  b. the functions contained in any of the Programs will operate in the
     combinations which may be selected for use by the Customer or will meet
     any of the Customer's business requirements;

  c. the operation of the Programs will always be error free or
     uninterrupted by reason of defect therein; or

  d. that all programming errors can be found in order to be corrected.

16. LIMIT OF LIABILITY

For breach  or default  by ESI of  any of the provisions  of this Agreement,
with  the  exception  of  the  indemnification for  Copyright  contained  in
"Copyright  Indemnity" hereof,  ESI's liability  for damages,  regardless of
form  of action, whether  based on  contract or tort,  including negligence,
shall not exceed the  amount paid hereunder by the Customer for the License.

No action, regardless of  form, arising out of this Agreement may be brought
by either  party more than two  years after the cause  of action has arisen,
or,  in the case  of non-payment, more  than two  years after the  date such
payment was due.

17. CONTENT ACKNOWLEDGEMENT

Customer acknowledges that the  Licensed Materials contain material that (i)
was  wholly  developed  by  ESI;  (ii)  was  not wholly  developed  by  ESI.

18. COPYRIGHT INDEMNITY

ESI  will defend  the Customer  from any  and all claims,  actions, damages,
liabilities, costs,  and expenses, arising  only out of any  claims that the
ESI material  wholly developed by ESI  ("ESI Material") infringes any United
States or  Canadian copyright; provided that ESI will  not be liable for any
claim based upon any infringement by any part of any ESI Material which have
been  changed by  someone  other than  ESI. This  provision shall  not apply
unless  the Customer  informs ESI  as soon  as practicable  of any  claim or
action alleging  such infringement and unless  the Customer shall have given
ESI  full  opportunity  to  control the  response  thereto  and the  defence
thereof,  including,  without  limitation,  any agreement  relating  to  the
settlement thereof.

19. GOVERNING LAW

This Agreement shall be  exclusively governed by, subject to and interpreted
in accordance  with the laws in force in the  jurisdiction in which the head
office of ESI resides.

20. SURVIVAL

It is  agreed that  the provisions of Sections  entitled "Proprietary Rights
and Copyright",  "Sublicense and Assignment",  "Warranty Disclaimer", "Limit
of  Liability" and "Copyright  Indemnity" shall  remain in force  and effect
after the  termination of this Agreement until such  time as the parties may
mutually   agree  to   release   of  the   obligations  contained   therein.

21. ENTIRE AGREEMENT

This  Agreement constitutes  the entire  Agreement between the  parties with
respect to the subject  matter hereof. This Agreement shall not be modified,
amended,  rescinded, cancelled  or  waived in  whole or  in part,  except by
written amendment signed by the parties hereto.


