                      Secure Communicator Ver. 5.0

The following is the license agreement for the shareware version
of the Secure Communicator software program. Use of this program constitutes 
acceptance of this respective license agreement with JoyCom Interactive
below. Please read it carefully. If you disagree with any of the terms, please
cease use of this program. 

This software program is  protected by national and international copyright.

For more information on licensing and royalty payments, or to place your
order via the World Wide Web, see below or call:

           JoyCom Interactive
	5415 Dundas St. West, Suite # 212
	Etobicoke, Ontario, Canada
               M9A 1C3

Phone   : 1-800-798-1114 North America
Phone   : 1-416-233-7150 International. Etobicoke, Ontario, Canada
FAX:    : 1-416-233-6970
Email   : secure@idirect.com
WWW     : www.idirect.com/software/secure
============================================================================

	                 Secure Communicator 5.0

This program is Copyright (C) 1997 by JoyCom Interactive. All Rights Reserved.

It is provided as shareware with the following limitations:

This program is shareware and is not to be resold or distributed for
sale with other programs which are for sale.  There is no warranty or claim
of fitness or reliability. The program is distributed AS IS, and as such
JoyCom Interactive cannot be held liable for any loss
of data, down time, loss of revenue or any other direct or indirect damage
or claims caused by this program. For more details, please read
the Secure Communicator License agreement, below.

REGISTRATION

Registration of the Secure Communicator is encouraged since it funds further
development of the product and give features not found with the unregistered versions,
including encrypted communication. It involves sending in a registration form
filled in with your registration name and other details.  On receipt of
your registration, you will receive a password which will remove the
UNREGISTERED VERSION notice and replace it with your registration name.
As part of this registration, you will receive enough support to get you
going within the existing capabilities of the program at the present time,
and preference will be given to registered users when it comes to bug fixes
or future enhancements to the program.

The program is currently distributed as shareware. You may use the
program for 30 days to evaluate its usefulness.  If at the end of
that time you are satisfied with the program as a product, you
should register it.

The basic registration fee for a single user version of this program
is US$49.  See a later section for details on multi-user site licenses.

We accept MASTERCARD, VISA, AMERICAN EXPRESS.
Credit card details may be given by e-mail, fax or telephone. You may
also place orders via our online ordering system, located at
www.idirect.com/software/secure
           
Phone   : 1-800-798-1114 North America
Phone   : 1-416-233-7150 International. Etobicoke, Ontario, Canada
FAX:    : 1-416-233-6970
Email   : secure@idirect.com
WWW     : www.idirect.com/software/secure

We also accept Cheques which should be drawn in favour of:
	    JoyCom Interactive
and sent to:

	    JoyCom Interactive
	5415 Dundas St. West, Suite # 212
	Etobicoke, Ontario, Canada
               M9A 1C3

Please fill out the following order form and send it along with your
payment to the above address.

Order Form


   +----------------------------------------------+
   |              O R D E R   F O R M             |
   | for Secure Communicator 5.0  Software        |
   +----------------------------------------------+


Ship to:                       Bill to:

[                              ]      [                                  ]
[                              ]      [                                  ]
[                              ]      [                                  ]
[                              ]      [                                  ]
[                              ]      [                                  ]


Please supply the following items:
---------------------------------------------------------

License to use Secure Communicator  for [      ] users. . . . . US$[      ]

Tick at least one of the following options.
[ ] 3.5" disk with the latest version of  Secure Communicator  + password  
[ ] registration password via post
[ ] registration password via e-mail

Your registration name(required) 

[_______________________________________________________]

Your e-mail address (optional - print clearly)

[_______________________________________________________]


Date sent [_________]  Expected delivery Date [_________]


SITE LICENSES

A site license is defined as being a sale to an organization or company,
and may not be resold or redistributed for profit. It may only be used
within that organization.

Prices subject to change without notice.

   Single User license

     1 user           $49 US

   Multi-user site license

   A multi-user site license for the Secure Communicator will be charged by the
   number of  installed users.

   The pricing structure for commercial users is thus:

     1-99 users $49 US per user
     100-999 users       $3900 US + $39 US per additional user over 100
     1000+ users        $29000 US + $19 US per additional user over 1000

     site restriction 10km radius (negotiable)

   Unlimited Commercial Site License

     $39,000 US for first year.
     subsequent years, 25% of unlimited site license fee for that year.
     site restriction 100km radius (negotiable)

   The pricing structure for educational users is thus:

     1-100 users                $29 US per user
     100+                       $2500 US

     site restriction limited to a campus

Your site license will give you support for up to 12 months from the date
of purchase.  Such support will include upgrades and bug fixes within that
12 months within the constraints of the program's existing capabilities.
Future upgrades will be 25% of the current license fee per annum.
Arrangements will also be made for conversion of smaller licenses to larger
ones. Prices subject to change without notice.

Should you wish to obtain the Secure Communicator to distribute with other
programs, you should make a suitable offer to JoyCom Interactive, and it
 will be considered.  Source code will not be made available under any 
circumstances, and  JoyCom Interactive reserves the right not to accept any 
offer which is not considered acceptable.

	    JoyCom Interactive
	5415 Dundas St. West, Suite # 212
	Etobicoke, Ontario, Canada
               M9A 1C3


Phone   : 1-800-798-1114 North America
Phone   : 1-416-233-7150 International. Etobicoke, Ontario, Canada
FAX:    : 1-416-233-6970
Email   : secure@idirect.com
WWW     : www.idirect.com/software/secure 

============================================================================


			  SECURE COMMUNICATOR (tm)

			 END USER LICENSE AGREEMENT

		    

GRANT.  Subject to the provisions contained herein, JoyCom Interactive
("JoyCom Interactive") hereby grants you a non-exclusive license to use 
its accompanying proprietary software product ("Software") free of charge 
if your use of the Software is for the purpose of evaluating whether to 
purchase an ongoing license to the Software (limit 30 days). If you do 
not fit within the description above, a license fee is due to JoyCom 
Interactive and no license is granted herein.  If you are using a free 
version of the Software, you will not be entitled to support or assistance.

SOFTWARE AND DOCUMENTATION. JoyCom Interactive shall furnish the Software to you
electronically or on media in machine-readable object code form.  If
you receive your first copy of the Software electronically, and a
second copy on media, the second copy may be used for backup and
archive purposes only.  This license does not grant you any right to
any enhancement or update to the Software and Documentation.
Enhancements and updates, if available, may be obtained by you at
JoyCom Interactive's then-current standard pricing, terms, and conditions.

RESTRICTED USE.  You may not copy the software, except for backup or
archival purposes.  Any such copy made by you shall be subject to this
Agreement and shall contain all of JoyCom Interactive's notices regarding
copyrights, trademarks and other proprietary rights as contained in the
Software originally provided to you.  You may not lend, rent, lease or
otherwise transfer the Software.  The Software is protected by the
copyright laws of the United States, and Canada and international copyright
treaties.

TITLE.  Title, ownership rights, and intellectual property rights in
and to the Software and Documentation shall remain in JoyCom Interactive and/or
its suppliers.  This Agreement does not include the right to sub-license
the Software and is personal to you and therefore may not be assigned
(by operation of law or otherwise) or transferred without the prior
written consent of JoyCom Interactive.  You acknowledge that the Software in
source code form remains a confidential trade secret of JoyCom Interactive and/or
its suppliers and therefore you agree not to attempt to decipher,
decompile, disassemble or reverse engineer the Software or allow others
to do so, except to the extent applicable laws specifically prohibit
such restriction.  You further agree not to modify or create derivative
works of the Software.

CONTENT.  Title, ownership rights, and intellectual property rights in
and to the content accessed through the Software is the property of the
applicable content owner and may be protected by applicable copyright
or other law.  This License gives you no rights to such content.

DISCLAIMER OF WARRANTY.  Since the Software is provided free of charge,
the Software is provided on an "AS IS" basis, without warranty of any
kind, including without limitation the warranties of merchantability,
fitness for a particular purpose and non-infringement.  The entire risk
as to the quality and performance of the Software is borne by you.
Should the Software prove defective, you and not JoyCom Interactive assume the
entire cost of any service and repair.  In addition, the security
mechanism implemented by the Software has inherent limitations, and you
must determine that the Software sufficiently meets your requirements.
This disclaimer of warranty constitutes an essential part of the
agreement.  SOME STATES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY,  
SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL
RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.

LIMITATION OF LIABILITY.  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL
THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL JoyCom Interactive OR ITS SUPPLIERS
OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK
STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER
COMMERCIAL DAMAGES OR LOSSES.  IN NO EVENT WILL JoyCom Interactive BE LIABLE FOR
ANY DAMAGES IN EXCESS OF JoyCom Interactive'S LIST PRICE FOR A LICENSE TO THE
SOFTWARE, EVEN IF JoyCom Interactive SHALL HAVE BEEN INFORMED OF THE POSSIBILITY
OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.  THIS LIMITATION
OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY
TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.  FURTHERMORE,
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY
TO YOU.

EXPORT CONTROLS.  You may not download or otherwise export or re-export
the Software or any underlying information or technology except in full
compliance with all United States and other applicable laws and
regulations.  In particular, but without limitation, none of the
Software or underlying information or technology may be downloaded or
otherwise exported or re-exported (i) into (or to a national or resident
of) Cuba, Haiti, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or
any other country to which the U.S. has embargoed goods; or (ii) to
anyone on the U.S. Treasury Department's list of Specially Designated
Nationals or the U.S. Commerce Department's Table of Deny Orders.  By
downloading or using the Software, you are agreeing to the foregoing
and you are representing and warranting that you are not located in,
under the control of, or a national or resident of any such country or
on any such list.

TERMINATION.  Either party may terminate this Agreement immediately in
the event of default by the other party.  Upon any termination of this
Agreement, you shall immediately discontinue the use of the Software
and shall within ten (10) days return to JoyCom Interactive all copies of the
Software and Documentation.  You may also terminate this Agreement at
any time by destroying the Software and Documentation and all copies
thereof.  Your obligations to pay accrued charges and fees shall
survive any termination of this Agreement.

MISCELLANEOUS.  This Agreement represents the complete and exclusive
statement of the agreements concerning this license between the parties
and supersedes all prior agreements and representations between them.
It may be amended only by a writing executed by both parties.  THE
ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE
CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND JoyCom Interactive
AGREES TO FURNISH THE SOFTWARE AND DOCUMENTATION ONLY UPON THESE TERMS
AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER.  If any provision of
this Agreement is held to be unenforceable for any reason, such
provision shall be reformed only to the extent necessary to make it
enforceable, and such decision shall not affect the enforceability (i)
of such provision under other circumstances or (ii) of the remaining
provisions hereof under all circumstances.  Headings shall not be
considered in interpreting this Agreement.  This Agreement shall be
governed by and construed under Ontario law as such law applies to
agreements between Ontario residents entered into and to be
performed entirely within Ontario, except as governed by Federal
law.  This Agreement will not be governed by the United Nations
Convention of Contracts for the International Sale of Goods, the
application of which is hereby expressly excluded.

U.S. Government Restricted Rights.  Use, duplication or disclosure by
the Government is subject to restrictions set forth in subparagraphs
(a) through (d) of the Commercial Computer-Restricted Rights clause at
FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the
Rights in Technical Data and Computer Software clause at DFARS
252.227-7013, and in similar clauses in the NASA FAR Supplement.

             JoyCom Interactive
         5415 Dundas St. West, Suite # 312
         Etobicoke, Ontario, Canada
                  M9A 1C3

Phone   : 1-800-798-1114 North America
Phone   : 1-416-233-7150 International. Etobicoke, Ontario, Canada
FAX:    : 1-416-233-6970
Email   : secure@idirect.com
WWW     : www.idirect.com/software/secure 



