


                        JPDoor Licensing Agreement



        This Agreement is effective as of the day payment is received,
        by and between Motor City Software (hereinafter "Originator")
        a private software development partnership, having an address for
        purposes of this Agreement at 1320 Mary St N #105, Oshawa Ontario
        Canada, L1G-6Y9

                                    and


                 
                  (hereinafter "Developer") a private Developer
               having an address for purposes of this Agreement at:


               

               



                              WITNESSETH:

WHEREAS, Originator is the owner of all U.S. [and foreign] copyrights and other
proprietary rights in JPDoor and related Documentation that are the subject of
this Agreement; and

WHEREAS, each party hereto represents that is is ready, willing, and able to
undertake the responsibilities and obligations set forth in this Agreement,
and that it possesses the rights, resources, and capabilities to perform its
responsibilities under this Agreement:

NOW, THEREFORE, in consideration of the premises, and of the obligations
herein made and undertaken, the parties hereto do hereby covenant and agree
as follows:

Section 1

        DEFINITIONS

For the purposes of this Agreement, the definitions set forth in this section
shall apply to the respective capitalized terms:

1.1     "Agreement" This Agreement, including any exhibits attached hereto.

1.2     "Code" Computer programming Code, including source Code (human-
        readable), and object Code (machine-readable).

1.3     "Documentation" The printed material relating to the use of the
        Originator's original Product.

1.4     "Error" A defect in the Code or a mistake in the Documentation that
        prevents the Code from functioning in material conformity with the
        specifications.


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1.5     "Error Correction" A change to the Code or the Documentation that is
        in a form that allows its application to the Code or inclusion in the
        Documentation to reestablish material conformity with the
        specifications. All Error Correction shall be considered part of the
        Code and Documentation for all purposes under this Agreement.

1.6     "Derivative Work" A work that is based upon one or more preexisting
        works, such as a revision, modification, translation, abridgement,
        condensation, expansion, or any other form in which such a preexisting
        work may be recast, transformed, or adapted, and that, if prepared
        without authorization by the owner of the preexisting work, would
        constitute a copyright infringement.

1.7     "Enhancement" A change or addition to the Code or Documentation, other
        than an Error Correction, that improves its functions, or substantially
        enhances its performance. Enhancements shall not include programs that
        have a value and utility seperate from the use of the Code and that,
        as a practical matter, may be priced and offered seperately from the
        Code.

1.8     "Product" Computer programs that contain, or are Derivative Works of,
        the Code, or any subset thereof, and that are in marketable form
        (with appropriate end-user Documentation) by Developer and are offered
        by Developer to its customers or potential customers, in object Code
        form, under the terms of the Developer License.

1.9     "Authorized End-User Copy" A copy of a Product that may be used by
        customers or Developer under the Developer licence. Backup copies
        for use only in the event of loss or destruction of an Authorized
        End-User Copy are not counted as Authorized End-User Copies.

1.10    "Developer License" A license Agreement between Developer and
        Developer's customers under which copies of this Product will be
        provided to customers. The Developers License shall contain terms
        limiting the use of Products to designated Central Processing Units
        (CPUs), shall allow only one backup copy for each CPU, shall prohibit
        further copying and/or transfer of the Products by such customers, and
        shall prohibit reverse assembly, reverse compiling, or reverse
        engineering of the Products.

1.11    "Agreement Territory" The United States of America and Canada



Section 2

        ORIGINATOR'S OBLIGATIONS

2.1     Originator shall deliver to Developer 1 copy of the Code (in object
        and source Code form) and 1 copy of the Documentation within 14 days
        after receipt of this signed Agreement by Originator. Said copies shall
        be contained either in printed form or on a storage media that is
        machine readable on Developer's computer system.

2.2     Originator shall provide support services in accordance with section 9
        hereof for the Code and Documentation for purposes of development,
        training, and demonstrations relating to the Products.

2.3     Originator shall offer Enhancements as proposed additions to the Code
        and Documentation in accordance with section 6 hereof.

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Section 3

        DEVELOPER'S OBLIGATIONS

3.1     Developer shall evaluate and test the Code and Documentation to
        determine suitability for use in the creation of the Products.

3.2     Except as otherwise provided in this Agreement, Developer shall assume
        all responsibility and liability to customers with respect to the
        Products and, in accordance with section 9, shall assume all
        responsibility and liability for related support and assistance.

3.3     Developer shall pay royalties to Originator in accordance with
        section 5.


Section 4

        GRANT OF LICENSE

4.1     Originator hereby grants to Developer, in the Agreement Territory,
        a non-exclusive right and license:

  a.    To use and reproduce the Code and Documentation, and to prepare
        Derivative Works thereof, in the object Code or source Code form,
        for the purposes of development, technical support, maintenance,
        and warranty service of Products;

  b.    To Use, reproduce, or display and sell, lease, or otherwise distribute
        copies of the Code and Documentation, or Derivative Works, thereof, in
        object Code form only, as Products or parts of Products, for the
        purpose of marketing Products to customers of Developer under the
        terms of the Developer License; and

  c.    To use and copy the Code and Documentation, or deivative works thereof
        for the purpose of marketing, training, and demonstrations with respect
        to the Products.



Section 5

        ROYALTIES AND PAYMENT

5.1     Developer shall pay to Originator, prior to the delivery of Code and
        Documentation, the following indicated amounts as non-refundable
        advance royalties:

        Code            Advance Royaly Amount

        Source Code     $50.00
        Documentation   $ 0.00

        Such advance royalties shall be deemed as payment in full for the term
        of this Agreement.



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Section 6

        AVAILABILITY OF ENHANCEMENTS

6.1     Originator may from time to time offer Enhancements, to the extent
        developed or acquired by Originator, to Developer for inclusion in
        the Code and Documentation. If the parties agree on inclusion of any
        Enhancements, appropriate changes and royalty provisions shall be set
        forth in a written ammendment to this Agreement, and thereupon the
        Enhancements shall become part of the Code and Documentation for
        purposes of this Agreement.


Section 7

        LIMITED WARRANY AND LIMITATION OF LIABILITY

7.1     Originator warrants that it is the exclusive owner of all U.S. [and
        foreign] copyrights in the Code and Documentation and that it has
        all rights necessary for the grant of the right and license granted
        by this Agreement.

7.2     The Code is provoded "as is" for Developer's evaluation and, as between
        the parties. Developer assumes the responsibility for determining the
        suitability of the Code, or its use in Products, and for results
        obtained. Originator makes no warranty that all Errors have been, or
        can be eliminated from the Code or Documentation, except as expressly
        stated above, and Originator shall in no event be responsible for
        losses of any kind resulting from the use of the Code or the
        Documentation in Products, including (without limitation) any liability
        for business expense, machine downtime, or damages caused by Developer
        or Developer's customers by any deficiency, defect, Error, or
        malfunction.

7.4     EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ORIGINATOR DISCLAIMS ALL
        WARRANTIES, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATING TO THE
        CODE OR DOCUMENTATION OR ANY USE THEREOF, INCLUDING (WITHOUT
        LIMITATION) ANY WARRANTY WHATSOEVER AS TO THE FITNESS FOR A PARTICULAR
        USE OR THE MERCHANTABILITY OF THE CODE OR DOCUMENTATION.

7.5     In no event shall Originator be held liable to Developer or Developer's
        customers for any indirect, special, or incidental, or consequential
        damages (including lost profits).


Section 8

        OBLIGATION FOR EXPENSES

8.1     Originator shall have no obligation or requirement whatsoever to
        reimburse Developer for any expenses or costs incurred by Developer
        in the performance of, or otherwise by reason of, this Agreement.
        Developer's incurring of costs or expenses under this Agreement is made
        at its sole risk and upon its independant business judgement that such
        costs and expenses are appropriate.


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Section 9

        SUPPORT SERVICES

9.1     Originator shall provide, during the term of this Agreement, the
        following support services to Developer:

  a.    Initial reasonable technical support. Originator, upon request by
        Developer shall deem whether an attempt to provide technical support
        is warranted. The source Code and Documentation provided by this
        Agreement are provided to Developer "as is" for the sole purpose of
        use by Developer.

  b.    Reasonable efforts to prepare Error Correction of the Code upon
        reasonable notice of the nature of any identified Errors.


Section 10

        MARKING OF PRODUCTS

10.1    All Code and Documentation (including any Enhancements) shall be
        marked to include Originator's copyright notice. All Products offered
        by Developer may mark with its own copyright notice, and register
        any Derivative Works of the Code or Documentation prepared by Developer
        provided that appropriate identification is made in such notice and
        such registrations of Originator's preexisting works. The parties agree
        to cooperate in any such registration and to provide necessary
        information and prepare to deliver duly executed documents reasonably
        required in such regard.


Section 11

        TERM OF AGREEMENT

11.1    The term of this Agreement shall commence on the effective date and
        continue for a period of 1 year, unless sooner terminated under
        Section 12.


Section 12

        TERMINATION: EFFECT OF TERMINATION

12.1    This Agreement shall terminate automatically upon expiration of its
        term, unless extended or renewed in writing by the parties hereto.

12.2    Should either party commit a material breach in its obligations
        hereunder, or should any of the representations of either party
        prove to be untrue in any material respect, the other party may,
        at its option, terminate this Agreement by 30 days written notice
        to the other party. Such notice shall identify and describe the
        default upon which termination is based. The defaulting party shall
        have 30 days to cure such default, which, if effected, shall prevent
        termination by virtue of such default.

12.3    Upon termination of this Agreement, Developer shall immediately cease
        use of the Code and Documentation, and any Derivative Works thereof,
        and shall make no further copies of any of the foregoing.

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12.4    Notwithstanding the foregoing, and notwithstanding termination of this
        Agreement, Developer shall retain the right to continue to support
        Authorized End-User Copies that have been completed, marketed, and
        installed persuant to the Developer License prior to the effective
        date of termination, subject to continued payment of applicable
        royalties to Originator as provided in section 9.


Section 13

        INDEMNIFICATION

13.1    Originator agrees to, and does hereby, indemnify and hold harmless
        Developer from any and all claims, demands, or actions alleging that
        the Code or Documentation (including any Enhancements), in the form
        delivered by Owner, infringes or abridges, any third-party rights in
        trade secret, or other intellectual property rights.

13.2    Developer agrees to, and does hereby indemnify and hold harmless
        Originator from any and all claims, demands, or actions from or
        relating to Products, or use by customers of Products, and based
        on, or related to Developer's performance, nonperformance, infringement
        of third-party intellectual property rights, representations or
        statements made, or other actions with respect to Products.

13.3    The foregoing indemnities shall be contingent upon the following:
        The party seeking to enforce the indemnity against the other party
        shall give written notice to the other party of any claim, demand,
        or action for which indemnity is sought; shall fully cooperate in the
        defence of settlement of any such claim, demand, or action; and shall
        obtain the prior written Agreement of the indemnifying party to any
        settlement or proposal of settlement.


Section 14

        NO ASSERTION RIGHTS

14.1    It is expressly understood and agreed that, as between Originator and
        Developer, all rights, title, and interest in and to the Code and
        Documentation (including any Enhancements) and any other material
        furnished to Developer under this Agreement vests solely and
        exclusively in the Originator, and Developer shall neither derive
        nor assert any title or interests in or to such materials except for
        the rights of use or licenses granted under this Agreement.


Section 15

        INDEPENDANT CONTRACTOR STATUS

15.1    Developer is an independant contractor under this Agreement, and
        nothing herein shall be construed to create a partnership, joint
        venture, or agency relationship between the parties hereto.
        Developer shall have no authority to enter into Agreements of any
        kind on behalf of Originator and shall not have the authority or
        power to bind or delegate Originator in any manner to any third party.


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Section 16

        NO CONFLICT OF INTEREST

16.1    Developer represents and warrants that it has full power and
        authority to undertake the obligations set forth in this Agreement
        and that it has not entered into any other Agreements, nor will it enter
        into any other Agreements that would render it incapable of
        satisfactorily performing its obligations hereunder, or that would
        place it in a position of conflict of interest or be inconsistent
        or in conflict with its obligations hereunder.


Section 17

        COMPLIANCE WITH LAW

17.1    Developer agrees that it shall comply with all applicable laws and
        regulations of government bodies, or agencies in its performance
        under this Agreement.


Section 18

        NO ASSIGNMENT

18.1    Developer represents that it is acting on its own behalf, and is not
        acting as an agent for, or on behalf of any third party, and further
        agrees that it may not assign its rights or obligations under this
        Agreement without the prior written consent of Originator.


Section 19

        NOTICES

19.1    All notices and other communications required or permitted to be given
        under this Agreement shall be in writing and shall be considered
        effective when deposited in the U.S. or Canadian mail, postage prepaid,
        and addressed to the appropriate party at the address noted above,
        unless by such notice, a different address shall have been designated.


Section 20

        GOVERNING LAW

20.1    All questions concerning the validity, operation, interpretation, and
        construction of this Agreement will be governed by, and determined in
        accordance with the laws of the Province Of Ontario, Canada







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                                IN WITNESS WHEREOF,


           the parties have caused this Agreement to be executed by their
           respective duly authorized representatives as set forth below:


          By : ________________________________________________________

        Title: ________________________________________________________

         Date: _________________________ 19____

                                [Originator]







          By : ________________________________________________________

        Title: ________________________________________________________

         Date: _________________________ 19____

                                [Developer]





























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