SOFTWARE LICENSE AGREEMENT
					       
THIS   LICENCE   AGREEMENT  IS   ENTERED   INTO   BETWEEN 
FORMACHINE  SOFTWARE  DEVELOPMENT  INC.  (LICENSOR),  THE 
OWNER OF ALL RIGHTS IN RESPECT OF THE  SOFTWARE  REFERRED  
TO ABOVE  (HEREIN REFERRED TO AS 'LICENSOR')  OF THE  ONE 
PART AND YOU, THE LICENSEE, ON THE OTHER.

THIS   LICENSE  AGREEMENT  IS  EFFECTIVE  UPON  THE  DATE
LICENSEE INSTALLING  THE PACKAGE CONTAINING THE DISKETTES 
OR  DOWNLOADS  THE  FILES  ELECTRONICALLY.  YOU  AGREE TO 
BECOME  BOUND  BY  THE  TERMS  OF  THIS AGREEMENT,  WHICH 
INCLUDES THE SOFTWARE LICENCE AND DISCLAIMER OF WARRANTY. 
THIS   AGREEMENT   APPLIES   TO   ALL   VERSIONS  OF  THE 
SOFTWARE,  AT WHICH TIME,  THE  LICENSING AGREEMENT  WILL 
CHANGE AND ROYALTIES WILL APPLY.


PLEASE  READ THE TERMS  CAREFULLY  BEFORE  INSTALLING THE 
PROGRAM,  AS INSTALLING  THE  PROGRAMS WILL INDICATE YOUR 
ACCEPTANCE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT. 
IF YOU DO  NOT AGREE TO THE  TERMS AND CONDITIONS OF THIS 
AGREEMENT,  FORMACHINE SOFTWARE DEVELOPMENT INC. WILL NOT 
LICENSE THE SOFTWARE TO YOU,  IN WHICH CASE PLEASE RETURN 
THE   UNOPENED   PACKAGE,  HARDWARE   'KEYLOCK'  AND  ALL 
ACCOMPANYING MATERIAL TO  FORMACHINE SOFTWARE DEVELOPMENT 
INC. OR YOUR  AUTHORIZED DEALER FOR A  FULL REFUND WITHIN 
30 DAYS OF PURCHASE.


THIS  DOCUMENT CONSTITUTES  A LICENCE TO USE THE ENCLOSED 
SOFTWARE ON THE TERMS AND CONDITIONS APPEARING BELOW.


The  computer program(s)  referred to above,  and related 
documentation and materials (herein collectively referred 
to as 'the Software')  are licensed, not sold, to you for 
use only upon  the terms of  this license,  and  Licenser 
reserves all rights not expressly granted to you. You own 
the disks  on  which  these  programs  are  originally or 
subsequently  recorded  of  fixed,  but  Licenser retains 
ownership of all copies of the programs themselves.

1  LICENCE

This license allows you to

   1.1) Use  the  Software  only  in  conjunction  with a 
        single  (1) CPU  and solely as an end user  (that 
        is,  for your own use  and not for use by  or for 
        others, or for marketing or redistribution, alone 
        or as a  component of  any other product,  to any 
        other person).  You must enter into an additional 
        license  agreement   with  Licenser  and  thereby 
        obtain a  further copy  of  the Software,  before 
        using the  Software in  connection with any other 
        computer of  central  processing unit,  including 
        systems  containing  multiple central  processing 
        units,  computer  networks  or  emulations  on  a 
        mainframe or minicomputer.

   1.2) Install  the  Software on a  hard disk for use in 
        accordance with this  Agreement or alternatively, 
        in the event that do not have a hard disk system, 
        to make one  copy in  machine  readable  form for 
        back-up  purposes.  You  must  reproduce  on  the 
        back-up  copy the  Licenser copyright notice  and 
        any  other  proprietary legends  that were on the 
        original  copy supplied by Licenser. The Software 
        is  protected  by  copyright  law.  You  are  not 
        authorized  to make  any copies of the  Software, 
        except as permitted by this paragraph.

   1.3) Transfer  the  Software  (including  the  back-up 
        copy)  and  all  rights  under  this  license  to 
        another  party  together  with  a  copy  of  this 
        Agreement  provided  you  give  Licenser  written 
        notice of the transfer  and the other party reads
        and  agrees  the terms  and  conditions  of  this 
        Agreement.


2  COPYRIGHT

   The  Software is owned by  Dominic Che Nang Ko  and is 
   protected  by Canada copyright laws and  international 
   treaty provisions.  You may  not remove the  copyright 
   notice  from any copy of the  Software or  any copy of 
   the  written   materials,  if  any,  accompanying  the 
   Software.

3  Restrictions

   3.1) You may not market, distribute or transfer (other 
        than in  accordance with paragraph  (1.3)  above) 
        any   copy   of   the   Software  to   others  or 
        electronically  transfer  the  Software  from one
        computer to another over a network, either on its 
        own or with or  as part of any other  product  or 
        equipment,   without  an   express   distribution
        license from Licenser. YOU MAY NOT MODIFY, ADAPT, 
        TRANSLATE,  RENT, LEASE, LOAN, SELL,  DISTRIBUTE, 
        NETWORK OR CREATE DERIVATIVE WORKS BASED UPON THE 
        SOFTWARE OR ANY PART THEREOF.

   3.2) The  Software  contains   trade  secrets  and  to 
        protect  them  you  may  not  decompile,  reverse
        engineer,  disassemble  or  otherwise  reduce the 
        Software to a humanly perceivable form. You agree
        not to divulge,  directly or indirectly, any such 
        trade  secrets  to any person,  unless  and until 
        such trade secrets cease to be confidential,  for 
        any reason not your own fault.

 
4  MAINTENANCE

   FORMACHINE SOFTWARE DEVELOPMENT INC. is not  obligated  
   to provide maintenance  or updates to you for hardware
   'Keylock'.  however any   maintenance  or  updates  by
   FORMACHINE SOFTWARE DEVELOPMENT INC. shall  be covered  
   by the Agreement.


5  LIMITED WARRANTY FOR SOFTWARE PRODUCTS 

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*                                                       *
*                   LIMITED WARRANTY                    *
*              SOFTWARE PRODUCTS WARRANTY               *
*    DISCLAIMER OF WARRANTY, LIMITATION OF REMEDIES     *
*                                                       *
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   Licenser warrants  the diskettes in which the Software 
   is  record to  be free from  defects in  materials and 
   fault  workmanship  under  normal use for  a period of 
   ninety  (90)  days  from   the  date  of  delivery  as 
   evidenced  by  a copy  of  the  receipt.  During  this 
   warranty period,  Licenser will, at its option, repair 
   or replace,  free of charge,  defective diskettes upon 
   which the Software has been supplied (and if necessary
   restore the  Software thereon)  or refund the purchase 
   price of the  diskette at no  charge to you,  provided 
   you return the  faulty diskette with proof of purchase 
   to Licenser,  or an authorized Licenser Dealer, in the 
   country  where the Software was first supplied to you.
   Licenser  shall  have  no  responsibility  to  repair, 
   replace or  refund  the  purchase price  of a diskette 
   which,  in  Licenser's  opinion,  has been  damaged by 
   accident,  abuse or  misapplication, or as a result of 
   service or  modification by other than Licenser, or an
   authorized  Licenser  Dealer.  All  diskettes replaced 
   under  this  warranty  shall  become  the  property of 
   Licenser.

6  DISCLAIMER OF WARRANTY, LIMITATION OF REMEDIES

   TO THE  FULL EXTENT PERMITTED BY LAW,  LICENSOR HEREBY 
   EXCLUDES  ALL   CONDITIONS  AND  WARRANTIES,   WHETHER 
   IMPOSED BY STATUE OR BY OPERATION OF LAW OR OTHERWISE, 
   NOT  EXPRESSLY  SET OUT HEREIN.  ANY USE BY YOU OF THE 
   SOFTWARE  IS  AT  YOUR OWN RISK.   THE  FORMACHINE  IS 
   PROVIDED FOR USE ONLY WITH FORMACHINE'S  SOFTWARE  AND 
   RELATED   HARDWARE    'KEYLOCK'.   THE    FORMACHINE'S 
   SOFTWARE AND RELATED  HARDWARE 'KEYLOCK'  ARE PROVIDED 
   'AS-IS'  WITHOUT  WARRANTY OF ANY KIND,  LICENSOR DOES 
   NOT WARRANT,  GUARANTEE  OR  MAKE  ANY REPRESENTATIONS 
   REGARDING THE USE,  OR THE RESULTS OF THE USE,  OF THE 
   SOFTWARE AND RELATED HARDWARE  'KEYLOCK'  WITH RESPECT 
   TO ITS CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS 
   OR OTHERWISE.  THE ENTIRE  RISK AS TO  THE RESULTS AND 
   PERFORMANCE  OF  THE  SOFTWARE  AND  RELATED  HARDWARE 
   'KEYLOCK'  ARE  ASSUMED  BY YOU.  IF THE  SOFTWARE AND 
   RELATED HARDWARE 'KEYLOCK' ARE DEFECTIVE, YOU, AND NOT 
   LICENSOR  OR  ITS  DEALER,   DISTRIBUTORS,  AGENTS  OR 
   EMPLOYEES,  ASSUME  THE  ENTIRE COST OF ANY SERVICING, 
   REPAIR OR CORRECTION THEREOF.
   
   EXCEPT AS  SPECIFICALLY  SET FORTH  IN THIS SECTION 4, 
   LICENSOR  MAKES  NO EXPRESS OR  IMPLIED  WARRANTIES OR 
   CONDITIONS   INCLUDING,    WITHOUT   LIMITATION,   THE 
   WARRANTIES   OF  MERCHANTABILITY  OR   FITNESS  FOR  A 
   PARTICULAR PURPOSE,  WITH RESPECT TO  THE SOFTWARE AND 
   RELATED  HARDWARE  'KEYLOCK'.  NO  ORAL   OR   WRITTEN 
   INFORMATION OR ADVICE GIVEN BY LICENSOR,  ITS DEALERS, 
   DISTRIBUTORS,  AGENTS  OR  EMPLOYEES  SHALL  CREATE  A 
   WARRANTY OR  IN  ANY WAY  INCREASE  THE SCOPE OF  THIS 
   WARRANTY,   AND  YOU  MAY   NOT  REPLY  ON   ANY  SUCH 
   INFORMATION OR ADVICE.  IN THE UNLIKELY EVENT A DEFECT 
   IS  DISCOVERED,  YOU  ASSUME  THE  ENTIRE  COST OF ANY 
   REMEDIAL ACTION.   FORMACHINE'S   ENTIRE  LIABILITY IS 
   LIMITED TO THE ORIGINAL PURCHASE PRICE OF SOFTWARE AND 
   RELATED HARDWARE 'KEYLOCK'. 
   
   SOME  STATES   DO  NOT  ALLOW  EXCLUSIONS  OF  IMPLIED 
   WARRANTIES, THUS THE ABOVE EXCLUSIONS MAY NOT APPLY TO 
   YOU.  THIS  WARRANTY GIVES  YOU SPECIFIC  LEGAL RIGHTS 
   WHICH VARY FROM STATE TO STATE. 

   FORMACHINE SOFTWARE DEVELOPMENT INC. does  not warrant  
   the software and related hardware  'KEYLOCK' contained 
   in this package shall meet your  requirements  or that 
   the  software  and  related  hardware  'KEYLOCK' shall 
   function  in  an  uninterrupted  and error free manor.  
   Should the  diskettes be damaged  or rendered unusable 
   under normal use, FORMACHINE SOFTWARE DEVELOPMENT INC. 
   will replace the Software  within  the first  90  days  
   at  no   additional   charge.   Evidence  of  purchase 
   (original sales receipt) is required for replacement. 

   IMPORTANT NOTE:  Nothing in this Agreement is intended 
   or shall be  construed as excluding  or  modifying and 
   statutory rights,  warranties or  conditions which are 
   applicable to this  Agreement or the Software supplied 
   hereunder,  and  which  by  virtue of  any national or 
   state Fair Trading.  Trade Practices or other consumer
   legislation  may  not  be  modified  or  excluded.  If
   permitted  by such  legislation,  however,  Licenser's 
   liability  for  any  breach  of  any  such warranty or 
   condition shall be and is hereby limited to either:
   
   6.1) the supply  of such part of the Software licensed 
        hereunder again, or
    
   6.2) the correction  of any defect in such part of the 
        software licensed hereunder

   as Licenser at its sole discretion may determine to be 
   necessary to correct the said breach.


   EXCEPT AS SET OUT IN THIS SECTION 4, IN NO EVENT SHALL 
   LICENSOR  BE  LIABLE  FOR   ANY  SPECIAL,  INCIDENTAL, 
   INDIRECT  OR CONSEQUENTIAL DAMAGE (INCLUDING,  WITHOUT 
   LIMITATION  DAMAGES  FOR  LOSS  OF  BUSINESS  PROFITS, 
   BUSINESS    INTERRUPTION,   AND   LOSS   OF   BUSINESS 
   INFORMATION OF COMPUTER PROGRAMS), EVEN IF LICENSOR OR 
   ANY  LICENSOR  REPRESENTATIVE  HAS BEEN ADVISED OF THE 
   POSSIBILITY OF SUCH DAMAGES.

   Except  as  expressly  set  out  in  this  section  4, 
   Licenser's maximum liability for damages arising under 
   this  Agreement  shall be  limited to the license fees 
   paid  by you for that part of the Software supplied by 
   Licenser hereunder which caused the damages or that is 
   the subject matter of,  or is directly related to, the 
   cause of action.

7  INDEMNIFICATION BY YOU.  

   If you  distribute the  software and hardware related 
   'KEYLOCK'  in violation of this Agreement,  you agree 
   to    indemnify,    hold    harmless    and    defend  
   FORMACHINE SOFTWARE DEVELOPMENT INC. from and against 
   any claims  or lawsuits,  including  attorney's  fees 
   that arise or result from the use or  distribution of 
   the  software   and  hardware  related  'KEYLOCK'  in 
   violation of this Agreement.

8  ONE LIMITED WARRANTY FOR HARDWARE RELATED 'KEYLOCK' 

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*                                                       *
*                  ONE LIMITED WARRANTY                 *
*                HARDWARE RELATED 'KEYLOCK'             *
*                                                       *
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   FORMACHINE  SOFTWARE  DEVELOPMENT  INC.  warrants  the 
   FORMACHINE   hardware  related  'KEYLOCK'  to  be free 
   from defects in material  and workmanship and agree to 
   remedy  any such defect.  This warranty  covers 1 year 
   labor and  1 year  parts  from  the date  of  original 
   purchase.  Any  warranties  implied  by  law  are only 
   effective for the duration of the Warranty Period.


   WARRANTY APPLIES TO:

   8.1) Defects   resulting   or   arising   out  of  the 
        manufacturing process.
   8.2) Products bearing legible manufacturer's model and 
        serial numbers.
   8.3) Replacement  parts only  for the remainder of the
        original warranty.

   WARRANTY DOES NOT APPLY TO:
  
   8.4) If the  Equipment  has been modified or  tampered
        with  or misuse or the Equipment configuration is 
        altered  without  the  written  approval  of  the 
        FORMACHINE SOFTWARE DEVELOPMENT INC. 
   8.5) Damage  or  failure  as  the results of accident, 
        neglect,  misuse,  operator error, variations and
        surges of  electrical power,  fusion,  fire,  air
        conditioning   malfunction,   damage   caused  in 
        transportation,  shipping damage,  act of God  or 
        any cause  other than a cause arising from normal 
        use of the Equipment.
   8.6) Maintenance  or  repair  by  persons  other  than 
        FORMACHINE SOFTWARE DEVELOPMENT INC. personnel or 
        agents
   8.7) Any  improper  use  of  the  Equipment  including 
        failure to comply  with  the  FORMACHINE SOFTWARE 
        DEVELOPMENT   INC.   installation  specification, 
        failure to comply with operation instructions.

   Some  States do not allow  limitations  on how long an
   implied  warranty lasts,  so the above  limitation may
   not apply to you.


   WARRANTY SERVICE FOR HARDWARE RELATED 'KEYLOCK'

   End User may,  at its own risk and expense, return the 
   allegedly  defective Equipment  to FORMACHINE SOFTWARE 
   DEVELOPMENT INC. from whom  the End User purchased the 
   Equipment during the Warranty Period.

   8.8)  End User must  first  notify FORMACHINE SOFTWARE 
         DEVELOPMENT  INC.  in  writing  of  the  alleged 
         defect.
   8.9)  To  provide  proof  of   the  original  date  of 
         purchase  by  means of a bill of sale or payment 
         record verifying purchase date.
   8.10) THE END USER SHALL SHIP  THE ALLEGEDLY DEFECTIVE 
         PRODUCT TO  THE  FORMACHINE SOFTWARE DEVELOPMENT 
         INC.,   FREIGHT   PREPAID,    CAREFULLY    PACK,  
         ADEQUATELY INSURED, AND SHALL INCLUDE A NOTATION 
         OF THE HARDWARE RELATED 'KEYLOCK' SERIAL NUMBER.
   8.11) Any   Equipment   returned  to  the   FORMACHINE 
         SOFTWARE DEVELOPMENT INC. without  any  HARDWARE  
         RELATED 'KEYLOCK'  SERIAL NUMBER may be returned 
         to End User, freight collect.
   8.12) Upon receipt of the  HARDWARE RELATED 'KEYLOCK',      
	 FORMACHINE SOFTWARE DEVELOPMENT INC. will repair
         or replace the  'KEYLOCK'  and ship the repaired 
         or replaced  'KEYLOCK'  to   the   End  User  at 
         FORMACHINE SOFTWARE DEVELOPMENT INC.'S   expense   
         and risk.
   8.13) If   FORMACHINE    SOFTWARE   DEVELOPMENT   INC. 
         determines  that  any  returned hardware related  
         'KEYLOCK'  is  free from  defects  as  warranted    
         hereunder, FORMACHINE  SOFTWARE DEVELOPMENT INC. 
         will  return  the 'KEYLOCK'  to End User at  End 
         User's expense and risk,  along  with a  written  
         statement setting forth the basis for FORMACHINE 
         SOFTWARE DEVELOPMENT INC's conclusion  that  the   
         returned  'KEYLOCK'  was not defective,  and End 
         User   agrees   to   pay   FORMACHINE   SOFTWARE 
         DEVELOPMENT INC's   reasonable costs of handling 
         and testing.
   8.14) The right to return  hardware related  'KEYLOCK'
         extends   only  to   the   original   End   User
         purchaser  of   the  'KEYLOCK',  and  FORMACHINE 
         SOFTWARE  DEVELOPMENT  INC.  will   not   accept
         returns from anyone  other than the original End 
         User.  The  right to return the  'KEYLOCK' shall 
         not apply to any misused or modified 'KEYLOCK'.
 
   THE  REMEDIES  PROVIDED HEREIN ARE END USER'S SOLE AND 
   EXCLUSIVE   REMEDIES   FOR  BREACH  OF   WARRANTY   BY
   FORMACHINE  SOFTWARE  DEVELOPMENT  INC.  OR  BREACH OF  
   CONTRACT.  IN  NO  EVENT  SHALL   FORMACHINE  SOFTWARE 
   DEVELOPMENT INC.  BE  LIABLE  FOR  ANY  INCIDENTAL  OR 
   CONSEQUENTIAL   DAMAGES  THAT   CUSTOMER   MAY  SUFFER 
   DIRECTLY OR INDIRECTLY.

   Some  states  do not allow the exclusion or limitation 
   of incidental  or consequential damages,  so the above 
   limitation  or  exclusion  may not apply to you.  This 
   warranty gives you specific legal rights,  and you may 
   also have other rights which vary from State to State.

9  STATUTORY WARRANTIES
  
   The provisions of this additional written warranty are
   in   addition  to  and  not  a   modification   of  or 
   subtraction  from  the statutory warranties  and other
   rights  and  remedies   contained  in  any  applicable 
   legislation.
   
10 GENERAL

   This Agreement will be construed under the laws of the 
   Canada.  This Agreement contains  the entire Agreement 
   between the parties hereto with respect to the subject 
   matter  hereof,  and supersedes  all prior  agreements 
   and/or  understandings  (oral or written).  Failure or 
   delay  by licenser in enforcing any right or provision 
   hereof shall  not be deemed a waiver of such provision 
   or right with respect to the instant or any subsequent 
   breach.  If any provision of  this Agreement  shall be 
   held  by  a  court  of  competent jurisdiction  to  be 
   contrary to law,  that provision  will be  enforced to 
   the maximum  extent  permissible,  and  the  remaining
   provisions of this Agreement will remain in full force 
   and effect.
     
   
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*                                                       * 
*  Copyright  (C)  2000  by DOMINIC CHE NANG KO.  All   * 
*  rights reserved. All other products are trademarks   *
*  or registered trademarks of their respective owners. *
*                                                       *                                             
*                                                       *
*  FORMACHINE SOFTWARE DEVELOPMENT INC.                 *   
*  9291 KIRKMOND CRES                                   *
*  RICHMOND, BC                                         *
*  CANADA                                               *
*  V 7 E  1 M 7                                         *
*                                                       * 
*  TEL: (604)-277 8823                                  *
*  FAX: (604)-277 8823                                  *
*  email: mail@formachine.com                           *
*                                                       *
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