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

                        Phone 905-845-7959

                                                   26th June, 1999


                   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. Some  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 $100.00 per year. 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 2000.  Annual
Upgrade Fee  first payable  one year after Registration is currently
$100.00 - mandatory for keeping taxes and T4 printing up to date.

     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 originally 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 . (You do not need
Turbo Pascal to run it.  It has been regularly updated over the years.
In 1999 it has been tested up to a 400MHz Pentium II and runs just fine
on modern equipment.  To the best of our knowledge it is Y2K compatible
(nobody gives 100% guarantees prior to actual use in year 2000, but we
have tested it with the system date advanced into 2000 without any
problems).


                            TAX TABLES
                            ==========

     PAYROLL CANADA V4.41  has the July 1999 Taxes,  CPP,  UIC as per
Revenue Canada.  Taxes normally change on 1st. January and 1st July
of each year.

     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 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.


            PAYROLL CANADA SHAREWARE REGISTRATION (Covers ONE year)
            =======================================================

Quebec & Maritime HST Provinces use Ontario price, no PST but your GST is 15%

       Your Location               ONTARIO         REMAINDER OF CANADA

       Registration                 100.00               100.00
       Federal GST 7%                 7.00                 7.00
       Ontario PST 8%                 8.00                 0.00
       TOTAL (Taxes Included)       115.00               107.00

       OPTIONAL Overnight Courier
       (Most Urban Areas - More
       if Rural or Isolated)         15.00                15.00
       Federal GST 7%                 1.05                 1.05

       TOTAL (Overnight Incl.)      131.05               123.05


Subsequent annual upgrades are currently $100.00 per year (inclusive of T4
Edit & Print program, a year's tax updates, telephone support).

About a quarter of a week's wage for your payroll person, it should pay for
itself many times over in savings in time and in increased accuracy.

If possible, print the file INVOICE.TXT and mail it with your payment. Allow 
2 or 3 weeks for postal delays and order processing.  If you are in a rush 
then phone in your order and ask for courier delivery ($16.05 extra). 
 
The above price applies only to Registrations from ShareWare distribution. It
is less than wholesale because it does not include any allowance for
advertising, packaging, pre-printed manuals, dealer mark up, operator 
training, initial set up, etc. For this price you do it all yourself - the
instructions are on the disk. It is also an experimental price and its 
continuation depends on your response. We can only guarantee it will stay 
that low until end March 2000. 

Note that one registration allows you to use this program on one hard disk
drive.  If you want to use it on more than one hard disk you need one
additional registration for each additional hard disk. If used on a network
file server note there is no file or record locking so access should be
restricted to one user at a time (not a bad idea for payroll anyway).

We do not think you will find a better system for the price, DON'T MISS OUT !


                                 DISK SIZE
                                 =========

Most computers now have a 3 1/2 inch high density (1.44 meg) diskette drive
therefore this is our default for shipping disks.  We can, however, provide 
special disk sizes for older computers.  Please specify if you need any of 
the following sizes: 5 1/4 inch 1.2 meg; 5 1/4 inch 360K; 3 1/2 inch 720K. 


                       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,  26th June, 1999
