PAYROLL USA

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 U.S. $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.

