EXHIBIT 10.8
[GRAPHIC OMITTED]
CERTICOM(TM)                CERTICOM(R) OEM LICENSE AGREEMENT


THIS  OEM LICENSE AGREEMENT ("AGREEMENT") IS MADE AS OF THE EFFECTIVE DATE NOTED
BELOW  ON  THE  SIGNATURE  PAGE,  EXECUTED  BY  AND  BETWEEN  CERTICOM  CORP.
("CERTICOM"),  A  YUKON  TERRITORY CORPORATION, AND DIVERSINET CORP., AN ONTARIO
COMPANY  ("LICENSEE").  CERTICOM  CONTRACT  #:  DIV.011102.001

  STANDARD TERMS AND CONDITIONS FOR CERTICOM OEM LICENSE AGREEMENT- rev 2.20.02


1.   LICENSE.  This  agreement  consists  of  the following items (collectively,
     -------
the  "Agreement"):  information  sheets,  these  Terms  and  Conditions, and any
exhibits,  attachments,  or  schedules referenced in this Agreement and attached
hereto.  These  Terms  and  Conditions  are  subject  to the specific deal terms
contained on the referenced and attached exhibits ("Information Sheets"). In the
event  of  a  conflict  between  the  Information  Sheets  and  these  Terms and
Conditions,  the  Information  Sheets  will  control.

(a)  Materials.  The  "Materials"  consist  of  all  software  products,  and
special  documentation listed in "Exhibit B- Products and Deliverables", as well
as  any  standard documentation distributed along with such software. A software
item  listed on Exhibit B- Products and Deliverables may be generically referred
to  in  this  Agreement  as  a "Licensed Product", or collectively, as "Licensed
Products."

 (i) Limited  License  Grant  (Internal Development). Certicom grants Licensee a
     world-wide  (subject  to  applicable  government  export  regulations),
     non-exclusive,  non-transferable  license  to use, and to make a reasonable
     number  of  copies  of,  the  software  products  listed  on the Exhibit B-
     Products  and  Deliverables  ("Software"), in object code format, solely in
     order  to  create  Licensee  Applications.

(ii) Limited License Grant (Distribution). Certicom grants Licensee a world-wide
     (subject  to  applicable  government  export  regulations),  non-exclusive,
     non-transferable  right to reproduce, distribute and use object code of the
     following  portions  of the Software: libraries, sample code, and any other
     items  specifically  designated as "runtime" in the Software ("Runtime") as
     embedded  in Licensee Applications. As part of such license, and subject to
     the  applicable  terms,  conditions,  and  restrictions  in this Agreement,
     Licensee  may: (A) sublicense to its Distributors (as defined in Exhibit D)
     the  right to reproduce and distribute the Runtime (solely as embedded into
     the  Licensee Application); and, (B) sublicense to Customers (as defined in
     Exhibit  D)  the  right  to  use  the  Runtime.

(iii) As  a  condition  of  the  license  grants  in 1(a)(i) & 1(a)(ii), above,
     Licensee  agrees  to:  (A)  distribute  (either  directly  or  through
     Distributors)  the Runtime in object code form only, and only as integrated
     into  Licensee  Applications;  (B)  provide in its agreements with users of
     Licensee  Applications  that  the  user  not  use  the  Runtime  except  as
     integrated  into  Licensee  Applications;  (C)  indemnify,  defend and hold
     harmless  Certicom, its directors, officers, and employees from and against
     any  claim,  demand,  cause  of  action,  loss,  damage,  liability  suit,
     proceeding,  judgment,  or  cost (excluding attorney fees), brought against
     Certicom  which  is  based on the creation, use or distribution of Licensee
     Applications  to  the extent that such suit or proceeding does not arise or
     result  from:  (i) Certicom's material breach of any agreement, obligation,
     representation,  warranty or covenant contained in this Agreement; (ii) any
     wrongful,  negligent  action  or failure to act by Certicom, its employees,
     agents  or  independent  contractors;  or,  (iii)  any  liability for which
     Certicom  is  obligated  to  indemnify  Licensee under Terms and Conditions
     Section  9;  and,  (D)  not  permit  further distribution of the Runtime by
     Licensee's  Customers  except  as  authorised  in  this  Agreement.

(b)  Notices:  Licensee  must,  and is hereby granted the right to, reproduce in
any  Licensee  Application  (or  its  documentation), without modification as to
their  meaning,  all proprietary trademark, patent and copyright notices present
in  the  Materials  (hereafter,  "Certicom  Notices").

(c)  Delivery:  Certicom  agrees  to  deliver  the  Materials  according  to the
terms set forth on the Information Sheets or in an applicable Statement of Work.
If  no  such  delivery  terms  are  set  forth  and  Certicom has not previously
delivered the Materials to Licensee under an executed evaluation agreement, then
delivery  of  the  Materials will take place within four (4) Business Days after
the  Effective  Date. Delivery of Licensed Products may be subject to applicable
governmental  approvals.

2.   OWNERSHIP,  TRADE  SECRETS,  PROTECTION.
     ---------------------------------------

(a)  All  title  and  ownership  in  and  to  the  Licensed  Products,  Certicom
trademarks,  and  the Certicom-supplied portions of items contained in the Terms
and Conditions Section 12 of this Agreement, including all intellectual property
rights such as copyright, trade secrets, patents and trade-marks, service marks,
shall  at  all  times  remain  with  Certicom  and its licensors as appropriate.
Licensee  will include in its license agreements and distribution agreements for
Licensee  Applications  provisions no less restrictive or protective of Certicom
than  those  specified  in  Terms  and  Conditions  Sections  1(a)(iii)(B),
1(a)(iii)(D), 2, 3, and 8 as applicable. Should Licensee offer any warranties to
third  parties  on  behalf  of the Licensee Application, Licensee must be solely
responsible  for  these  warranties.

(b)  Licensee  agrees  that  the  techniques, algorithms, ideas, concepts, code,
and processes contained in the Materials constitute Certicom's trade secrets and
are  subject  to  confidentiality  protection.  As  such, Licensee agrees not to
reverse  engineer,  disassemble or decompile, or otherwise attempt to derive the
source  code  for, or perform cryptographic analysis upon, any Licensed Products
to  the extent this restriction is permitted by law. To the extent the following
prohibition  is  permitted  by  law,  Licensee  is  prohibited from creating any
Licensee


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CERTICOM(TM)                CERTICOM(R) OEM LICENSE AGREEMENT

Application which gives third party proprietary software direct access to any of
the  following  items  within  the Licensed Products: (i) supported API(s); (ii)
security and authentication functionalities; or, (iii) any undocumented internal
functionality.  By  way of example and not for purposes of limiting the scope of
such  restriction,  a  Licensee Application which permits a third party software
application  to  make  calls  directly  to  a listed item would be prohibited as
'giving  direct  access'  under  the  terms  of  such  restriction.

Licensee  agrees  to  take  all  reasonable  measures  to  keep confidential the
Materials,  and  protect Certicom's (and its licensor's) rights in the Materials
(including,  for  purposes  of  this  Section,  additional hardware, software or
information  provided  under  Exhibit  C.  Licensee  agrees  not to disclose the
confidential  portions  of  the  Materials  to  anyone,  or copy them, except as
permitted  under  this  Agreement  and  except  as  follows:  (a)  to employees,
advisors,  financing  parties  or  contractors  who  are  under an obligation of
confidentiality  to  the extent reasonably necessary to conduct business; (b) to
the extent that Material become publicly known through no fault of Licensee; (c)
to  the  extent  Licensee  is required to comply with any valid law, regulation,
statute, or order so long as Certicom receives reasonable advance notice of such
potential  disclosure;  and  (d)  to the extent required by Licensee to enforce,
establish,  or interpret any right or duty at law or equity with respect to this
Agreement.

As  used  in  this  Section, the phrase "confidential portions of the Materials"
specifically  does  not  include  the Runtime elements solely to the extent that
such  elements  are  distributed  in  accordance  with  the  terms  of Terms and
Conditions  Section  1.

3.   COMPLIANCE  WITH  LAWS.  Licensee  must  comply with all applicable export,
     ----------------------
import, or other relevant laws of any applicable jurisdiction.  Determination of
the  applicable law is Licensee's responsibility.  Licensee understands that the
Software  is  cryptographic  in  nature  and  therefore the Materials are highly
regulated.  Licensee  is  strictly  prohibited  from  exporting, re-exporting or
importing  the  Materials  (after  initial  delivery  by  Certicom to Licensee),
regardless  of  method  (including,  for example and not by limitation by use of
physical delivery, e-mail, or download from FTP or website, etc.), without first
complying  with  all  applicable  government use, import, or export laws, rules,
regulations, orders, and obtaining any necessary approvals or permits. Obtaining
any  necessary  export  or  import approval for Licensee Applications and/or the
Materials  (after  initial delivery of the Materials by Certicom to Licensee) is
the  sole  responsibility  of Licensee.  For purposes of use of the Materials by
the  U.S. Government, the Materials are provided as Commercial Computer Software
and  Commercial  Computer  Software  Documentation,  and  use,  duplication  and
disclosure  by  the  U.S. Government is subject to the requirements set forth in
FAR  52-227-19  "Commercial  Computer  Software  -  Restricted  Rights"  and its
successors  in  effect for all solicitations and resulting contract issued on or
after May 18, 1997, FAR 12.212(a) (Oct. 2000), FAR 52.227-19 (Jun. 1987), or FAR
52.227-14  (JUN 1987), DFARS 227.7202 (Oct. 1998), "Commercial Computer Software
and Commercial Computer Software Documentation", and DFARS 252.227-7013(c) (Nov.
1995),  and  any  future amendments or successor regulations, as applicable. For
purposes  of  this Section manufacturer of the Materials is Certicom Corp., 5520
Explorer  Drive,  4th  Floor,  Mississauga,  ON  L4W  5L1, (v) 905.507.4220, (f)
905.507.4230.

4.   FEES.  Licensee  must  pay  to  Certicom the particular fees (including any
     ----
Special  Terms)  set  forth  in  Exhibit  A. Interest will accrue on all overdue
amounts on the first late date at a rate equal to the lesser of (i) 18% per year
or  (ii)  the  highest  rate  allowed by law. If a normal part of its purchasing
system,  Licensee  agrees to return a Purchase Order (hereafter, "P. O."), along
with  the  executed copy of this Agreement. Any P.O. must be consistent with the
material  terms  of  this  Agreement  (particularly  with respect to the fee and
payment  terms  in  this  Section  and the Information Sheets). Unless expressly
noted  otherwise,  all  fees  are non-refundable. All payments hereunder must be
made  in  lawful  United  States  currency,  and will be paid by Licensee to the
attention  of  Software  Licensing  at  Certicom's  address  set  forth  below.

5.   TAXES.  In  addition  to  the  fees  payable  by  Licensee to Certicom, all
     -----
taxes, duties or other charges of any kind resulting from this Agreement will be
the  responsibility  of  Licensee.  If  any withholding tax or similar charge is
applicable  to  the  fees  paid  by Licensee to Certicom, Licensee will pay such
additional  amount such that Certicom would receive the total amount of the fees
it  would  have been paid but for such tax or levy.  However, Licensee shall not
be  liable  for  any  taxes  based  on  Certicom's  net  income.

6.   BOOKS  AND  RECORDS,  AUDIT.  For  each  year  until  termination  of  this
     ---------------------------
Agreement,  Licensee  agrees  to maintain, until four (4) years after such year,
complete  books,  records,  documents  and  accounts relevant to computation and
accounting  for  amounts  payable  under  this Agreement. Certicom will have the
right,  at  its  sole  discretion,  cost  and  expense,  to  have an independent
reputable  expert  conduct, during normal business hours and not more frequently
than  yearly,  an  audit  of  the  appropriate  records  of  Licensee  to verify
compliance  under  this  Agreement. Certicom must provide Licensee with at least
ten  (10)  days  advance  written  notice.  The  auditor  will  be bound to keep
confidential  the details of Licensee's business affairs and to limit disclosure
of  the  results of any audit to details of Licensee's compliance with the terms
of  this  Agreement,


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CERTICOM(TM)                CERTICOM(R) OEM LICENSE AGREEMENT

and  the  sufficiency  of  the  accounts  and  the  amount (if any) of a payment
adjustment  that should be made. Certicom agrees to take all reasonable measures
to  keep  confidential any information so disclosed to it by the auditor, and to
protect  Licensee's  rights in such information. Certicom agrees not to disclose
any  such  information  received by it from the auditor to anyone, or to copy it
except  as follows: (a) to employees, advisors, financing parties or contractors
who  are  under  an  obligation  of  confidentiality  to  the  extent reasonably
necessary  to  conduct  business;  (b)  to  the  extent  that information become
publicly  known  through  no  fault  of  Certicom; (c) to the extent Certicom is
required  to comply with any valid law, regulation, statute, or order so long as
Licensee  receives  reasonable  advance notice of such potential disclosure; and
(d)  to  the extent required by Certicom to enforce, establish, or interpret any
right  or  duty at law or equity with respect to this Agreement. If such amounts
are  found  to be different than those reported, or the royalty fees accrued are
different  than  those  reported,  Licensee will be invoiced or credited for the
difference, as applicable. Any deficiency in royalties, including interest, will
be  payable  within  thirty  (30)  days  of  such  invoice. If the deficiency in
royalties paid by Licensee is the greater of; (i) more than five percent (5%) of
the  royalties  reported  by  Licensee  for  that  quarter; or (ii) US$5,000.00.
Licensee  must  pay  the  reasonable  expenses  associated with such audit, to a
maximum  audit  fee  and  expenses of $10,000, in addition to the deficiency. In
addition,  Certicom  will  have  the  right,  for  the next four (4) consecutive
calendar  quarters,  to  exercise  its  audit  rights  on  a  quarterly  basis.

Late  royalty  payments  of  any  kind are subject to the accrual of interest as
described  in  Terms  and  Conditions  Section  4.

7.   LIMITED  WARRANTY.  Certicom  represents  and  warrants  to  Licensee  and
     -----------------
acknowledges that Licensee has relied upon the completeness and accuracy of such
representation  and  warranty  as expressly stated in this Section 7 in entering
into  this  Agreement, that for a period of thirty (30) days from the first date
that it delivers to Licensee the Materials that (a) the Licensed Product(s) will
operate  in  conformity with the material specifications for such item; (b) will
be  free from material defects; and (c) the media, if any, on which the Software
is  furnished  will  be  free  from  material  defects  in  materials and faulty
workmanship under normal use. Certicom's sole liability and Licensee's exclusive
remedy  for  any  failure  to meet these warranties will be limited to repair or
replacement  of  the  defective  Materials  at  Certicom's  option  and expense.

Certicom  further  represents,  and  warrants  to  Licensee  as  follows  and
acknowledges that Licensee has relied upon the completeness and accuracy of such
representations  and  warranties  in  entering  into  this  Agreement:

     (a)  Certicom  shall  ensure  that  it has all required licenses, consents,
     approvals  and permits from any person necessary to perform its obligations
     under  this Agreement and Certicom will otherwise comply with all statutes,
     laws,  rules,  regulations  and  industry standards existing in Canada with
     respect  to  the  performance  by  Certicom  of  its obligations under this
     Agreement;

8.   WARRANTY  DISCLAIMER.  Except  as  provided in Terms and Conditions Section
     --------------------
7,  Certicom  transfers  the  Materials  to  Licensee  on an "as is" basis.  The
warranties in Terms and Conditions Section 7 are in lieu of all other warranties
or conditions, and Certicom makes no other warranty, condition or representation
of  any  kind  whether  express or implied, and Certicom expressly disclaims the
implied  warranties  or  conditions  of  merchantability,  merchantable quality,
fitness  for  a particular purpose, infringement and those arising by statute or
otherwise in law or from the course of dealing or usage of trade.  Certicom does
not  represent  or warrant that the Materials will meet any or all of Licensee's
particular  requirements, that the operation of the Materials will be error-free
or uninterrupted, or that all programming errors in the Software can be found in
order to be corrected. All warranties provided in Terms and Conditions Section 7
are  solely  for  the benefit of, and may not be transferred by Licensee, to any
third  party.

9.   INDEMNIFICATION.
     ---------------

(a)  Obligation.  Certicom  will  defend  Licensee  from  any  claim  that  the
Licensed  Product(s), when used within the scope of this Agreement, infringe any
U.S.  or  Canadian patents rights of any third party and Certicom will indemnify
Licensee  for  any  costs  and  damages  (excluding  reasonable attorney's fees)
awarded  by  a  court  against Licensee in respect of such a claim. In addition,
Certicom  will  also  defend  and  indemnify  Licensee for any costs and damages
(including  reasonable  attorney's fees) awarded by a court against Licensee for
any  claim  that  the  copies  of  the  Licensed  Product  licensed  to Licensee
hereunder,  when  used  within  the  scope  of this Agreement infringe any trade
secrets,  copyrights, trademark or other intellectual property rights other than
patent  rights  of  any  third  party.

(b)  Conditions.  Certicom's  obligations  under  this  Section  are  subject to
Licensee  promptly  notifying Certicom in writing of any such claim and promptly
tendering control of the defence and settlement of any such claim to Certicom at
Certicom's  expense  and  with  Certicom's  choice  of  counsel.  Licensee  must
cooperate  with  Certicom,  at Certicom's expense, in defending or settling such
claim.

(c)  Remedial  Options.  Certicom  may,  at  Certicom's sole option and expense:
(i)  procure  for  Licensee  the  right to continue use of the pertinent item or
infringing  part  thereof  as  permitted  under  this Agreement; (ii) modify the
pertinent  item  or  infringing  part  thereof  with  other  software  having
substantially  the  same  capabilities;  or (iii) if neither of the foregoing is
commercially practicable to achieve within a reasonable period of time, Certicom
may  terminate


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CERTICOM(TM)                CERTICOM(R) OEM LICENSE AGREEMENT

Licensee's  right to use the pertinent item and refund to Licensee the amount it
has  paid  Certicom for such item less a pro-rata amount to reflect an estimated
useful  life  of  three  years.

(d)  Limits  on  Scope  of  Indemnity.  Certicom  will have no liability for any
infringement arising from (i) the use of the Software other than as set forth in
its  accompanying  documentation or specifications; (ii) the modification of the
Software;  or  (iii) the combination or use of the Software with other software,
hardware,  items  or  processes  to the extent such infringement would have been
avoided  by  the  use  of  the  Software  standing  alone.  This  Section states
Certicom's  entire  obligation  with  respect  to  any  claim  regarding  the
intellectual  property  rights  of  any  third  party.

10.  TERM  AND  TERMINATION.
     ----------------------

(a)  Term.  Unless  otherwise specified in Exhibit A, the term of this Agreement
will  commence  on  the  Effective  Date and will continue for a one-year period
unless  terminated  earlier as set forth below, and will renew automatically for
another  one-year  period  on  each of the first and second anniversaries of the
Effective  Date.

(b)  Termination For Cause. Any of the following shall suffice to terminate this
Agreement:

     (i)  If  Licensee  fails  to  make  any payment due within thirty (30) days
     after  receiving  written  notice  from  Certicom  that  such  payment  is
     delinquent,  Certicom  may  terminate  this  Agreement on written notice to
     Licensee  at  any  time  following  the end of such thirty (30) day period;

     (ii) If  Certicom  (or,  if  this  Agreement  is assigned or transferred by
     Certicom to a third party, if that assignee or transferee) fails to provide
     support  in  accordance  with  this  Agreement, Licensee may terminate this
     Agreement  on written notice to Licensor at any time following the end of a
     thirty  (30)  day  grace  period. For further clarity, if this Agreement is
     terminated  for cause pursuant to this Section 10(b)(ii), then Licensee may
     exercise  its  rights  under  the  escrow  provision  in Section 14 of this
     Agreement  (iii)  If either party materially breaches any term or condition
     of  this  Agreement  and  fails to cure that breach within thirty (30) days
     after  receiving  written notice of the breach, the non-breaching party may
     terminate this Agreement on written notice at any time following the end of
     such  thirty  (30)  day  period;

     (iv) This Agreement will terminate automatically without notice and without
     further  action  by Certicom in the event Licensee becomes insolvent (i.e.,
     becomes  unable to pay its debts in the ordinary course of business as they
     come  due),  makes an assignment in violation of this Agreement or makes an
     assignment  for  the  benefit  of  creditors  or  if  any  other bankruptcy
     proceedings  are  commenced  by  or  against  Licensee.

(c)  Consequences.  Upon  the  termination of this Agreement for any reason: (i)
all  rights  granted  hereunder  will  automatically  revert  to  Certicom; (ii)
Licensee  must immediately pay to Certicom all amounts due and outstanding as of
the  date  of  such  termination  or  expiration, and return a Royalty Report if
applicable;  and  (iii)  Licensee must (A) return to Certicom (or, at Certicom's
option,  destroy)  the  originals  and all copies of the Materials in Licensee's
possession  or control; (B) erase any and all of the foregoing from all computer
memories  and stored Licensee Applications within its possession or control; and
(C)  provide  Certicom  with a written statement certifying that it has complied
with  the  foregoing  obligations. End use licenses to Licensee Applications for
Customers granted by Licensee to Customers prior to termination will survive any
such  termination.

11.  LIMITATION  OF  LIABILITY.
     -------------------------

(a)  EXCEPT  WITH  RESPECT  TO  MISAPPROPRIATION  OF  INTELLECTUAL  PROPERTY AND
-----
SECTIONS  2 AND 11(C) OF THIS AGREEMENT, EACH PARTY AGREES THAT ANY LIABILITY ON
THE PART OF THE OTHER PARTY FOR BREACH OF THE WARRANTIES CONTAINED HEREIN OR ANY
OF  THE  OTHER  PROVISIONS  OF THIS AGREEMENT OR ANY OTHER BREACH GIVING RISE TO
LIABILITY  OR  IN  ANY OTHER WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR
ANY  CAUSE  OF ACTION WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION (INCLUDING
BREACH  OF  CONTRACT,  STRICT  LIABILITY, TORT INCLUDING NEGLIGENCE OR ANY OTHER
LEGAL  OR EQUITABLE THEORY), WILL BE LIMITED TO THE OTHER PARTY'S DIRECT DAMAGES
IN  AN  AMOUNT NOT TO EXCEED THE TOTAL AMOUNT PAID TO CERTICOM BY LICENSEE UNDER
THIS AGREEMENT DURING THE TWO YEARS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

(b)  EXCEPT  WITH  RESPECT  TO  MISAPPROPRIATION  OF  INTELLECTUAL  PROPERTY AND
-----
SECTIONS  2 AND 11(C) OF THIS AGREEMENT, EACH PARTY AGREES THAT IN NO EVENT WILL
THE  OTHER  PARTY  BE  LIABLE  FOR  DAMAGES  IN RESPECT OF INCIDENTAL, ORDINARY,
PUNITIVE,  EXEMPLARY,  INDIRECT,  SPECIAL, OR CONSEQUENTIAL DAMAGES EVEN IF SUCH
PARTY  HAS  BEEN  ADVISED  OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, BUT NOT
LIMITED  TO, BUSINESS INTERRUPTION, LOST BUSINESS REVENUE, LOST PROFITS, FAILURE
TO  REALIZE  EXPECTED  SAVINGS,  ECONOMIC  LOSS,  LOSS OF DATA, LOSS OF BUSINESS
OPPORTUNITY  OR  ANY  CLAIM  AGAINST  SUCH  PARTY  BY  ANY


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CERTICOM(TM)                CERTICOM(R) OEM LICENSE AGREEMENT

THIRD  PARTY.

(C)  WITH  RESPECT  TO  EACH  PARTY'S OBLIGATION TO INDEMNIFY THE OTHER PARTY AS
-----
PER  SECTIONS  1(a)(iii)(C) AND 9, THE PARTIES AGREE THAT EACH OTHER'S LIABILITY
SHALL NOT EXCEED MORE THAN TWICE THE TOTAL AMOUNT OF FEES PAID TO CERTICOM UNDER
THIS  AGREEMENT.

(D)  THE  PARTIES  TO  THIS  AGREEMENT  ACKNOWLEDGE THAT THE LIABILITY EXPRESSED
-----
IN  THIS TERMS AND CONDITIONS SECTION 11 REPRESENTS A MATERIAL BASIS FOR SETTING
THE  FEES  IN  THIS  AGREEMENT.

12.  BRANDING  &  PUBLICITY.
---------------------------

(a)  Publicity  Efforts:  Licensee  and  Certicom  agree  to  engage in mutually
beneficial  publicity  efforts  as  a  means  of  announcing/publicizing  the
relationship  between  Certicom  and  Licensee.

(b)  Application  Security  Branding:

     (i)  General.  Licensee agrees to use reasonable efforts to incorporate the
     Certicom  security  mark  directly into Licensee Applications incorporating
     the  Run-Time.  Licensee  agrees  to  include  Certicom  provided copyright
     information in product documentation for Licensee Applications that include
     documentation.

     (ii) Referencability:  Certicom may consider Licensee as a reference vendor
     in  its  marketing  and securities filings materials. Certicom will provide
     Licensee's  appointed  marketing  contact  with  written  notification  of
     instances  where  Licensee  is  being  mentioned  as a reference vendor. If
     Licensee  does not respond to Certicom within 14 days of such notification,
     Certicom  will  consider  this  to  be  permission  granted  by  Licensee.

     (iii)  Parties may refer to each other's company and products for marketing
     purposes  including  but  not  limited  to  use  for  corporate  or  sales
     presentations  and  on  its respective web site. Parties may terminate this
     right upon reasonable grounds with thirty (30) days prior written notice to
     the  other  party.

(c)  Any  and  all  trademarks and trade names which Certicom uses in connection
with  the  license  granted  hereunder  ("Certicom  Marks")  are  and remain the
exclusive property of Certicom Corp.  Nothing contained in this Agreement may be
deemed  to  give  Licensee  any  right, title or interest in any Certicom Marks.
Subject  to  notice  from  Certicom  in  writing  which modifies or cancels such
license at Certicom's sole discretion, during the continuance of this Agreement,
Certicom  hereby  grants  Licensee  a  nonexclusive,  revocable  license  to the
Certicom  Marks  for  normal  advertising,  marketing  and promotion of Licensee
Applications  according to guidelines that Certicom may issue from time to time.
Licensee  must  act consistently with Certicom's ownership of the Certicom Marks
and  may not use Certicom Marks in a disparaging manner.  Licensee agrees to use
correct trademark notices on advertisements, sales literature, dealer materials,
press  releases  and  other  marketing  materials, which use or display Certicom
Marks.  Licensee agrees to provide samples of all Licensee's marketing materials
and  Licensee  Applications  containing  Certicom  Marks  to  Certicom for prior
approval.  If Certicom rejects any of Licensee's use of Certicom Marks, then the
parties  may  cooperate  reasonably  in order modify such materials for approval
prior  to  release or use by Licensee. To the extent that Certicom withdraws any
portion  of  the  trademark  license  granted  in  this  subsection,  Licensee's
obligations  under  Sections  12  (b) and (c), above, will also terminate if the
rights  necessary  to  comply  with  such  obligation  are  withdrawn.

13.  INTERPRETATION  OF  THIS  AGREEMENT.
     -----------------------------------

This  Agreement  (any  fully  executed  addenda  or  amendments)  is  the entire
Agreement to date between the parties regarding the Materials and supersedes any
such  prior agreement or communication. Any subsequent waiver or modification of
this  Agreement,  or any part, shall only be effective if reduced to writing and
signed  by  both  parties.  No  delay or failure to enforce any right under this
Agreement  will be considered a waiver of a party's rights thereafter to enforce
each  and  every  right  and  provision of this Agreement. Any provision of this
Agreement  which  is  invalid  or unenforceable in any jurisdiction shall, as to
that  jurisdiction,  be  ineffective  to  the  extent  of  such  invalidity  or
unenforceability  and  shall  be severed from the balance of this Agreement, all
without  affecting  the  remaining provisions of this Agreement or affecting the
validity  or  enforceability  of  such  provision  in any other jurisdiction and
appropriate  amendments  shall be made to this Agreement to put the party who is
disadvantaged  by  such  invalidity  or  unenforceability  in the same financial
position  as  if no provision hereof were invalid or unenforceable.  The parties
agree  to  immediately  negotiate  in  good  faith  a  replacement  for any such
provision  in  order  to  preserve  the  interests  of the parties to the extent
permitted  by law. As used herein, a "Business Day" will mean 9:00 a. m. to 5:00
p.  m.  (Eastern Time), on a Monday through Friday, excluding all national legal
holidays. The "Effective Date" of this Agreement will be the first date Certicom
signs  it  after  Licensee  has also executed it. This Agreement will be binding
upon,  and  inure  to  the  benefit of, the successors, heirs and assigns of the
parties.  This  Agreement may be executed in two identical counterparts, each of
which will be considered an original for all purposes. Licensee and Certicom are
independent  contracting  parties.  Neither  Licensee  nor  Licensee  employees,
consultants,  contractors  or agents are agents, employees or joint-venturers of
Certicom,  nor  do  they  have  any  authority  to  bind Certicom by contract or
otherwise  to  any  obligation.  Licensee agrees


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<PAGE>
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CERTICOM(TM)                CERTICOM(R) OEM LICENSE AGREEMENT

not  to  make  any  statements  that  state  or imply that Certicom certifies or
guarantees  Licensee  Applications  or that Licensee Applications are warranted,
tested  or  approved  by  Certicom.  No  party  shall be liable for any delay or
failure  to  perform under this Agreement if such delay or failure is due to any
contingency beyond its reasonable control including acts of God, war, explosion,
fire, flood or civil disturbance. The party experiencing any delay or failure as
a  result  of  any  such  contingency  shall:

(a)  provide  prompt  written  notice  thereof  to  the  other  party;

(b)  use  reasonable commercial efforts to either remedy the delay or failure or
     to  establish  a workaround plan to remedy the delay or failure in a manner
     which  minimizes  the  disruption  to  the  other  party and then forthwith
     proceed  to  implement  and  complete  such  workaround  plan;  and

(c)  use  reasonable commercial efforts to eliminate the contingency causing the
     delay  or  failure.

Notwithstanding  the foregoing, in the event that the delay or failure continues
or is anticipated to continue for a period of at least twenty (20) Business Days
from the date of receipt of the notice thereof by either party, such party shall
have  the  right  to  terminate all or any part of this Agreement forthwith upon
written  notice  to the other party.  Unless otherwise specifically expressed in
this  Agreement,  the  specific  business terms and negotiated customisations to
this  Agreement  will be considered confidential ("Business Terms"), and neither
party  my  disclose  such information to third parties except as follows: (a) to
employees,  advisors,  financing  parties  or  contractors  who  are  under  an
obligation  of  confidentiality  to  the  extent reasonably necessary to conduct
business;  (b)  to  the  extent  that  such Business Terms become publicly known
through  no  fault of the parties; (c) to the extent required to comply with any
valid  law,  regulation,  statute,  or order so long as the non-disclosing party
receives  reasonable advance notice of such potential disclosure; and (d) to the
extent  required to enforce, establish, or interpret any right or duty at law or
equity  with  respect  to  this  Agreement.

14.  SOURCE  CODE  ESCROW

In  the  event  Certicom does not provide to Licensee human-readable source code
for  any  Software or module of any Software licensed under this Agreement, upon
Licensee's  request and at the Licensee's expense, Certicom will deposit, with a
third  party  Escrow Agent, such source code and related materials sufficient to
enable  a  reasonably  skilled programmer or analyst to maintain and enhance the
Software licensed hereunder ("ESCROW DEPOSIT").  The Escrow Deposit will be made
available  to  Licensee in accordance with the Escrow Agreement between Certicom
and  the  Escrow  Agent,  as attached as Exhibit E.   The Escrow Deposit will be
made available to Licensee upon Licensee's written notice to the Escrow Agent in
the  event  that Certicom has become insolvent or bankrupt, or fails to remedy a
material  breach of its obligations as set forth in this Agreement after passage
of thirty (30) days as per Section 10(b)(iii) ("Event of Escrow Release").  Upon
the  occurrence  of  the Event of Escrow Release and the ensuing transfer by the
Escrow  Agent  of  the  Escrow  Deposit  to Licensee, Licensee and its permitted
sublicensees shall have a, non-exclusive, world-wide right and license under any
copyrights,  trade  secrets or patents applicable to said Escrow Deposit to use,
reproduce, have reproduced, edit, merge, translate, enhance, or otherwise modify
Certicom's Software and source code, its related materials, and know-how for any
purpose  consistent with the rights and sub-licensing rights granted to Licensee
by  the  Certicom  herein, including the support and maintenance of the Licensee
software  for  the  remaining  term  of  this  Agreement.

15.  GENERAL.
     -------

(a)  All  notices  hereunder  will  be  in  writing  and  must  be duly given if
delivered  personally  or  sent  by registered or certified mail, return receipt
requested, postage prepaid, to the respective addresses of the parties appearing
in  this  Agreement.  Any notice given will be deemed to be received: (i) on the
date  which  it is delivered if delivered personally, (ii) or, if mailed, on the
fifth  business day next following the mailing thereof.  Either party may change
its  address  for  notices  by  giving notice of such change as required in this
clause  (a).  Licensee's  contact  information  is  given on Exhibit A- Customer
Information  Sheet,  and  Certicom's  contact  information is given in Exhibit B
Section  III.

(b)  This  Agreement,  the  license  rights granted hereunder and the Materials,
or  any  part  thereof,  may  not  be  assigned  or  transferred  by  Licensee
("Transfer"),  without  the  prior written consent of Certicom, consent of which
shall not be unreasonably withheld.  Any such transfer without the prior written
consent  of Certicom will be ineffective.  In any case, any such transfer absent
Certicom's  written permission will immediately and automatically terminate this
Agreement  without  further  action  by  Certicom.

(c)  The  laws  in  force  in  the  Province  of  Ontario  will  govern  this
Agreement,  and  any  litigation or other dispute resolution between the parties
relating  to this Agreement or its construction will take place in the courts of
that  province.  The  parties consent to the personal jurisdiction of, and venue
in,  the  provincial  and national courts as


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<PAGE>
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CERTICOM(TM)                CERTICOM(R) OEM LICENSE AGREEMENT

specified,  above.  The  parties  agree  that  the  United Nations Convention on
Contracts  for  the  International Sale of Goods do not apply to this Agreement.

(d)  The  provisions  in  Terms and Conditions Sections 1(a)(iii)(C)- Licensee's
Indemnification,  2-  Ownership, Protection, 4 -Fees (applicable to royalty fees
owed  at time of termination), 6- Books and Records, Audit, 7- Limited Warranty,
8-  Warranty  Disclaimer,  9-Indemnification,  10-Term  and  Termination,
11-Limitation  of  Liability,  13-  Interpretation  of  Agreement,  15-General
(inclusive),  and  Exhibit  E-  Source Code remain in force and effect after the
termination  of  this  Agreement.


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<PAGE>
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CERTICOM(TM)                CERTICOM(R) OEM LICENSE AGREEMENT

                               INFORMATION SHEETS
                                    EXHIBIT A


I.   LICENSEE  INFORMATION:

Licensee Name: Diversinet Corp.
Street Address: 2225 Sheppard Ave East
City: Toronto, St. & Zip. Code: Ontario, M2J 5C2

Main Co. Tele. # (v): 416-756-2324 (fax): 416-756-7346
General. Billing Contact (name, title, email & phone): Suzanne Wilson,
Controller, SWILSON@DIVERSINET.COM, 416-756-2324 x274
            ----------------------
Billing Address: same as above
Royalty Report Contact (name, title, email & phone): Suzanne Wilson, Controller,
SWILSON@DIVERSINET.COM, 416-756-2324 x274
----------------------
Royalty Report Address:
Shipping Address (if different from above):
                                           -------------------------------------
Person Signing Contract (name, title, email & phone): Hussam Mahgoub, Vice
President- Products, hmahgoub@diversinet.com, 416-756-2324
                     -----------------------
Marketing Representative Contact (name, title, email & phone): NICK DARWISH,
VICE PRESIDENT SALES & MARKETING

Licensee's P. O. # (Attach Copy):
                                 -------------------------

II.  FEES:


Yearly Base Fee: $40,000

Royalty Fee & Type:

     (a)  5% of Licensee's Gross Revenue from Licensee Applications, excluding
     (except as noted in II(b), below) fees earned from the sale, licensing or
     distribution of the Passport Certificate Server(R) and the Passport
     Authorization Product(TM) ("Conditionally Exempt Products"). For greater
     certainty, Gross Revenue includes revenue derived by Licensee from the use
     (or use by third parties where such use is authorized (directly or
     indirectly) by Licensee) of any Licensee Application (including the
     Passport Certificate Server(R) and Passport Authorization Product(TM)) to
     issue or authenticate a digital certificate or permit.

     (b)  If  Licensee  bundles  the  sale,  license, distribution, or any other
     right to obtain or use digital certificates or digital permits
     ("Certificate Rights") with the distribution of Licensee Applications that
     fall within the definition of Conditionally Exempt Products, Licensee shall
     pay Certicom the Percentage Royalty (noted in Section II (a), above) of the
     incremental value the Certificate Rights add to such bundle. Such
     incremental value will be determined by mutual written agreement, as
     provided in Exhibit D1, Section V.

Yearly Support Fee: Included as part of yearly base fee.

Fee Terms:

     (a)  Yearly Base Fee: In the first year, Licensee must pay the Yearly Base
          Fee set out in II, above within thirty (30) days after the invoice
          date. Thereafter, the Yearly Base Fee will be due in advance for each
          one (1) year term on the anniversary of the Effective Date for each
          subsequent one (1) year period until this Agreement terminates.

     (b)  Yearly Support Fee: If a Yearly Support Fee is indicated in this
          subsection II, above, Licensee must pay such Yearly Support Fee within
          thirty (30) days after the invoice date. Thereafter, the Yearly
          Support Fee will be due on the anniversary of the Effective Date for
          the term of this Agreement.

     (c)  Royalty Fee: If applicable, Licensee must pay the royalty fee above,
          as specified in Exhibit D.

     (d)  General: Unless stated expressly otherwise, Licensee must pay any
          other fees designated on this Exhibit within thirty (30) days of
          invoice date. Payment of local taxes, duties and fees are the
          responsibilities of the Licensee. For Licensees having a principal


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<PAGE>
[GRAPHIC OMITTED]
CERTICOM(TM)                CERTICOM(R) OEM LICENSE AGREEMENT

          place of business outside of the U.S. or Canada, Licensee agrees to
          provide Certicom with a letter of credit in an amount, and from a
          source, reasonably acceptable to Certicom within ten (10) days of the
          Effective Date.

III. SUPPORT TYPE:         Standard           Premier           7 by 24

IV.  SPECIAL LICENSE TERMS:

1.   For greater certainty, the fee structure in this Agreement is based upon
     information received from Licensee regarding its proposed business model
     for the Licensee Application. Should Licensee significantly alter such
     business model, the fee structure of this Agreement shall be subject to
     modification as mutually agreed.

2.   Upon execution of this Agreement by both parties, Licensee's Certicom OEM
     License Agreement, dated March 16, 1998 (the "Prior License"), shall
     immediately terminate by mutual agreement, without being an occasion of
     breach by either party. The terms related to the effects of termination in
     the Prior License shall not apply and the Software (Security Builder
     version 1.2) delivered under the Prior License shall be considered Software
     under this Agreement.

3.   Governing Assumptions. The royalty structure negotiated between the parties
     is based upon Licensee's current or planned business model for obtaining
     revenue from the distribution of Licensee Applications to customers,
     whereby Licensee does not distribute the Passport Client as a standalone
     software development toolkit. Should Licensee change its licensing model
     for any Licensee Application such that the governing assumptions, for which
     the parties relied upon to derive the current royalty structure are no
     longer accurate, the parties agree to revisit the royalty to reflect
     parties' then current pricing and business model, and to come to a written
     mutual agreement.

4.   Licensee may use the Licensed Products to act as registration authority,
     subject to the terms of this Agreement.


V.  LICENSEE  APPLICATION(S):  DIVERSINET'S PASSPORT PRODUCT LINE, INCLUDING THE
PASSPORT  CERTIFICATE SERVER, THE PASSPORT CLIENT AND THE PASSPORT AUTHORIZATION
PRODUCT.
Licensee agrees that the scope of the Licensee Application as defined above does
not include Licensee's use of the Materials to: (a) act as a certification
authority without Certicom's prior written approval; (b) develop or use as an
IPSec-compliant virtual private network client (or elements thereof) for mobile,
handheld, or other constrained computing devices; or (c) provide any Certicom
technology to any of the following entities currently known as: Verisign Inc.,
Baltimore Technologies, Entrust, Inc., and RSA Security, Inc. to the extent
permitted by law . Licensee agrees the foregoing restriction is a material
component of this Agreement and is part of the scope of the permitted Licensee
Application. Licensee Applications must also represent a substantial functional
and value added enhancement over and above the Software, such that the primary
reason for a hypothetical potential user to license or acquire such Licensee
Application is other than simply to obtain the right to use the Software. For
greater certainty, Licensee products that do not contain any Certicom Software
or make use of Certicom technology will not be considered a Licensee
Application, nor will such Licensee software be subject to this Agreement.

VI.  CERTICOM  POINT-OF-CONTACT:  KARL  BURGER


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<PAGE>
[GRAPHIC OMITTED]
CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT

                        PRODUCTS/ DELIVERABLES- EXHIBIT B

Certicom agrees to deliver the following Licensed Products.

I.   MATERIALS: Where applicable each Licensed Product will be designated with a
version number followed by a revision notation. Unless specifically stated in
this Exhibit Section II (Licensed Product Information), below, or Exhibit A IV
(Special License Terms), Certicom agrees to provide Licensee with the most
current revision that Certicom generally makes commercially available to third
parties as of the Effective Date of this Agreement, for the combination of the
noted version number and specific operating environment (platform, OS, and if
applicable, processor and development environment) for a Licensed Product. For
use in describing Licensed Products below, a revision noted as "x" simply
denotes an intention to supply such latest revision that is made generally
commercially available to third parties as of the Effective Date, as described
in this paragraph.

II.  LICENSED PRODUCT INFORMATION

Licensed Product # 1: Security Builder for
Java                                   Version/model #: 1.x
    --------------------------------                        --------------------

Platform/OS (& vers. #): various

Processor (if applicable): various
                                  ----------------------------------------------
Develop. Env. (i.e. compiler): JDK 1.1, 1.2,  1.3
                                                  ------------------------------

 Object  Code           Obfuscated  Source  Code           Clear  Source  Code *

See Exhibit E for Clear and Obfuscated Source Code use grant and restrictions

Standard Product Custom Product - Services to be rendered per Statement of Work


Licensed Product # 2: Security
Builder                                 Version/model #: 3.x
       --------------------------------                     --------------------
Platform/OS (& vers. #)/ Processor (if applicable)/
                                                   -----------------------------
Develop. Env. (i.e. compiler):  See chart below
                                                --------------------------------
 Object  Code           Obfuscated  Source  Code           Clear  Source  Code *

See Exhibit E for Clear and Obfuscated Source Code use grant and restrictions

Standard Product Custom Product - Services to be rendered per Statement of Work

<TABLE>
<CAPTION>
PLATFORM                OPERATING SYSTEM          PROCESSOR        COMPILER
SB VERSION 3.X
<S>                     <C>                       <C>              <C>
AIX 32-bit              AIX 4.3.3 32-bit          RS6000           xlc (cc) compiler
AIX 64-bit              AIX 4.3.3 64-bit          RS6000           xlc (C for AIX Compiler Version 5.0.0.0)
HPUX B11.00 32-bit      HP-UX B.11.00, 32-bit     PA8000           cc HP92453-01 A.11.01.00 HP C Compiler
HPUX B11.00 64-bit      HP-UX B.11.00, 64-bit     PA8000           cc (HP C Compiler)
Linux x86 (Red Hat                                Intel x86,
6.1)                    Red Hat Linux 6.1         Pentium Family   gcc version 2.95.2.19991024
                                                  Motorola 68K
PalmOS m68K             Palm OS 3.5               Dragonball       Metrowerks CodeWarrior 7.0 for PalmOS Platform
                                                                   Microsoft (R) 32-bit C/C++ Optimizing Compiler
RIMOS i386              RIM OS                    Intel 386        Version 12.00.8168 for 80x86
Solaris 2.7 Sparc GCC
A1132-bit               Solaris 2.7               Sun SPARC        gcc version 2.95.2.19991024
Solaris 2.7 Sparc WS                              Sun UltraSPARC
64-bit                  Solaris 2.7               II               Sun WorkShop 6 update 1 C 5.2 2000/09/11
                                                  Intel x86,
Solaris 2.8 x86         Solaris 2.8               Pentium Family   gcc version 2.95.2.19991024
VxWorks 5.4 i386        VxWorks 5.4               Intel 386        cc386


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<PAGE>
[GRAPHIC OMITTED]
CERTICOM(TM)                CERTICOM(R) OEM LICENSE AGREEMENT

VxWorks 5.4 i486        VxWorks 5.4               Intel 486        cc386
VxWorks 5.4 Pentium     VxWorks 5.4               Intel Pentium    cc386
                                                  Intel x86,       Microsoft (R) 32-bit C/C++ Optimizing Compiler
Win32 x86               Win95,Win98,Win2000,WinT  Pentium Family   Version 12.00.8168 for 80x86
WinCE 3.0 PocketPC                                Intel StrongARM  Microsoft (R) 32-bit C/C++ Optimizing Compiler
SA1110  "IPAQ"          WinCE 3.0                            1110  Version 12.01.8569 for ARM
WinCE 3.0 PocketPC                                                 Microsoft (R) 32-bit C/C++ Optimizing Compiler
SH3  "HP540"            WinCE 3.0                 Hitachi SH3      Version 12.01.0014 for Hitachi SH
WinCE 3.0 PocketPC                                                 Microsoft (R) 32-bit C/C++ Optimizing Compiler
MIPS                    WinCE 3.0                 MIPS             Version 12.01.8687 for MIPS R-Series
WinCE 3.0 PocketPC                                Intel x86,       Microsoft (R) 32-bit C/C++ Optimizing Compiler
x86 Em                  WinCE 3.0                 Pentium Family   Version 12.00.8186 for 80x86
Solaris 2.7 Sparc WS                              Sun UltraSPARC
32-bit                  Solaris 2.7               II               Sun Workshop 6 update 1C 5.2 2000/09/11
</TABLE>


ASSOCIATED ITEMS:
                 ---------------------------------------------------------------

Licensed Product # 3: Security Builder
                                      ------------------------------------------
Version/model #: 2.x
                     --------------------------------

Platform/OS  (&  vers.  #)/  Processor  (if  applicable)/  Develop.  Env.  (i.e.
compiler):  WinCE  v.  2.x for MIPS, ARM, x286, SH3 processors; Palm, RIM, Linux
x86,  Win32 bit code for Windows 95, 98, 2000, NT, ME and XP, Solaris Sparc GCC,
Solaris  x86,  HPUX  32  bit,  and  HPUX  64


  Object Code             Obfuscated Source Code            Clear Source Code *

See Exhibit E for Clear and Obfuscated Source Code use grant and restrictions

Standard Product Custom Product - Services to be rendered per Statement of Work

ASSOCIATED ITEMS:
                 ---------------------------------------------------------------
*  CERTICOM  LICENSES  ITS  UNDERLYING CRYPTOGRAPHIC LIBRARIES IN OBJECT CODE OR
OBFUSCATED  SOURCE  CODE  FORMAT,  EVEN IN PRODUCTS WHICH ARE OTHERWISE IN CLEAR
SOURCE  CODE.

III.  CERTICOM CONTACT INFORMATION. SALES: CERTICOM CORP. 25821 INDUSTRIAL BLVD.
SUITE  300,  HAYWARD,  CA  94545, (V) 510.780.5400, (F) 510.780.5401 MANAGEMENT,
CRYPTOGRAPHIC  RESEARCH  AND  PRODUCT  DEVELOPMENT: CERTICOM CORP. 5520 EXPLORER
DRIVE,  4TH  FLOOR, MISSISSAUGA, ON L4W 5L1, (V) 905.507.4220, (F) 905.507.4230;
URL-  www.certicom.com
      ----------------



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<PAGE>
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CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT

MAINTENANCE  AND  TECHNICAL  SUPPORT  - EXHIBIT C1: STANDARD LEVEL (COLLECTIVELY
"SERVICES")
PRIMARY  TECHNICAL  SUPPORT  CONTACT  (NAME  & TITLE): MICHAEL CRERAR, DIRECTOR-
SECURITY  INFRASTRUCTURE
E-MAIL  ADDRESS  &  TELE.  (LICENSEE'S SUPPORT CONTACT): MCRERAR@DIVERSINET.COM,
                                                         ----------------------
416-756-2324
ALTERNATE/  "BACK-UP"  TECHNICAL  SUPPORT  CONTACT  (NAME  & TITLE): LEE TORELL,
DIRECTOR  ENGINEERING
E-MAIL  ADDRESS  &  TELE.  (ALTERNATE  SUPPORT  CONTACT):LTORELL@DIVERSINET.COM,
416-756-2324

I.   GENERAL MAINTENANCE & SUPPORT SERVICE TERMS

a.   Certicom will accept support questions from Licensee via any of the
following methods: 1) voice calls to 800.511.8011; 2) facsimile transmissions to
800.474.3877; or 3) electronic mail messages via the Internet using SMTP
compliant software (hereafter "E Mail") addressed to support@certicom.com,
                                                     --------------------
regarding the functions of the Software, as well as questions about how to make
full use of the Software (hereafter, "Support Issues"). In addition,
international customers may find the following contact numbers more convenient:
1.905.507.9473 (voice) & 1.905.507.9912 (facsimile). Licensee agrees to be
solely responsible for the maintenance and support of Licensee Applications and
Licensee must instruct its customers and licensees to contact Licensee directly.

b.   Support Issues must be referred by "Primary Technical Support Contact" or,
when such person is unable to ask Support Issues or receive responses, then the
"Alternate Support Contact" noted at the beginning of this Exhibit
(collectively, the "Support Channel"). Licensee may change the name and contact
information for its Support Channel by written notice to Certicom (which for
such purpose includes E-Mail). It is Licensee's responsibility to provide
Certicom with initial names and contact information for its Support Channel (and
to keep that information current) to receive Services.

c.   Mandatory Revisions. In the event that Certicom, in its sole reasonable
discretion, determines that a Licensed Product is, or may (as applicable): (i)
subject to a material defect; (ii) the subject of a material security breach;
or, (iii) be subject to a third party infringement suit of any kind; Certicom
may issue a Mandatory Revision in correction of one or more of these issues.
Such Mandatory Revision must have substantially similar (or greater)
functionality to the Licensed Product being replaced. Certicom disclaims all
liability and obligations (including by way of illustration and not as a
limitation indemnity and express warranty provisions) that arise due to, or are
result of, Licensee's failure to substitute a Mandatory Revision in a timely
fashion.d. On Site Support and Training. On site support and training may be
available, subject to Certicom's reasonable discretion, at Certicom's then
current time and materials fee for each technician, including incidental
expenses for traveling and lodging, if any. Minimum charges of, respectively,
one day and two days apply to onsite support (one (1) day) and training (two (2)
days).

e.   Services for any Custom Product(s) may be available, at Certicom's
reasonable discretion, to Licensee at $US 185/ person-hour plus materials.

II.  SPECIFIC STANDARD LEVEL SUPPORT TERMS

a. Certicom's response to Support Issues will be typically made according to the
Service  Level  Objectives defined below. On average, Certicom aims to achieve a
90%  attainment  rate  based  on  technical  support  for  all of its licensees.

<TABLE>
<CAPTION>
SEVERITY  SEVERITY NAME                        DESCRIPTION                        ESTIMATED RESPONSE  STATUS REPORTS
 LEVEL                                                                                   TIME
--------  -------------  -------------------------------------------------------  ------------------  --------------
<C>       <S>            <C>                                                      <C>                 <C>
1         Critical       Licensee business process is severely affected and         4 Business Hours  Daily
                         there is no workaround.
--------  -------------  -------------------------------------------------------  ------------------  --------------
2         Serious        Licensee business process is affected but a
                         workaround exists                                          6 Business Hours  Twice Weekly
--------  -------------  -------------------------------------------------------  ------------------  --------------
3         Medium Impact  Licensee business process affected but there is no loss
                         of functionality                                             1 Business Day  Twice Monthly
--------  -------------  -------------------------------------------------------  ------------------  --------------
4         Low Impact     All other inquiries or requests including product
                         enhancements and documentation error or
                         information request                                         3 Business Days  Monthly
--------  -------------  -------------------------------------------------------  ------------------  --------------
</TABLE>

Certicom will dedicate reasonable engineering resources to support in order to
meet the Service Level Objective. The estimated response times stated within the
Service Level Objective are not intended to guarantee the time within which
Certicom will supply a correction, solution or answer to a Support Question, but
where appropriate and reasonable, may simply be an acknowledgment that Certicom
has received the report and is attempting to correct the problem.

b. Updates. Unless specifically modified in the Exhibit A.IV, during the term of
Standard Support, Certicom will make available new revisions for the Software
(designated by a revision number with a higher number to the right of the
leftmost decimal point) ("Updates"), but not versions of the Software (which are
designated with a higher number to the left of the leftmost decimal point)
("Upgrades"), or Custom Releases of the Software (which are designated at the
end of the version number sequence with a letter or a customer's name) which
Certicom publicly makes available to licensees according to its own release or
development schedule. In any case, Licensee's right to receive Updates will be
limited to the Software as licensed herein, and all Updates so delivered will be
governed by the terms and conditions in this Agreement regarding Software.

c.  Support for Prior Releases.  Certicom will support (with respect to Sections
II (a) and b), above) a superceded release of the Software for a period of at
least six (6) months after the date its replacement release was made publicly
available, solely with respect to Licensed Product #3- Security Builder, version
2.x, Certicom will provide support for up to one year from the Effective Date of
this Agreement.


Diversinet.Certicom.OEM.License.Agreement.02.25.02.
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<PAGE>
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CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT

ROYALTY  PAYMENTS-  PERCENTAGE  ROYALTY  BASED:  EXHIBIT  D1

I.  DEFINITIONS.  The  following  terms  will  have  the  meaning defined below:
     "Distributor"  means a reseller, OEM, dealer or distributor in the business
     of  reselling  or  sublicensing  the  Licensee  Application  to  Customers,
     directly  or  through  one  or more Distributors, by virtue of authority of
     Licensee.  Licensee  Applications  resold  and sublicensed by a Distributor
     must bear Licensee's trademarks and service marks and must not be privately
     labeled  by  such  Distributor or other parties. A Distributor must have no
     right  to  modify  any  part  of  the  Licensee  Application.

     "Customer"  means  a  person or entity sublicensing Software object code as
     part  of  a  Licensee Application from Licensee or a Distributor solely for
     personal  or  internal  use  and  without right to sublicense such Licensee
     Application  to  any  other  person  or  entity.

     "Gross Revenues" shall mean the gross amount of all cash, in kind, or other
     consideration  actually received by Licensee from third parties at any time
     in  consideration of the use, license, rental, sale, transfer, subscription
     to,  or  distribution  of  any  Licensee  Application,  where  such  use is
     authorized  (directly  or  indirectly)  by  Licensee  to a third party. For
     greater  certainty,  such  "use" may also include, where applicable, use of
     the  Licensee  Application  to control access by third parties to products,
     services,  or  information.  Gross Revenue excludes any amounts received by
     Licensee  for  sales  and  use  taxes, shipping, insurance, and duties. For
     purposes  of determining Gross Revenues, the amount of in-kind or other non
     cash  consideration  receivable by Licensee will be deemed to have a dollar
     value  equal  to  the  average  cash  price  of  the  particular  Licensee
     Application  for  the  previous  year (the "Standard Price"), less all cash
     paid. With respect to a Licensee Application which is licensed as part of a
     larger  group  of  products  or  as  an integral part of another product (a
     "Bundle")  and  sold  at  a  discount,  for  purposes  of determining Gross
     Revenues,  the discount applicable to the Licensee Application must be at a
     percentage  no  greater  than  the  lowest  percentage  applied  to  other
     discounted  products  within  that  Bundle.

II.  PERCENTAGE  ROYALTY.  Licensee  agrees  to  pay  to  Certicom  the  Royalty
Percentage(s)  (set  out on any Information Sheets) of Licensee's Gross Revenue.
For  greater  certainty,  such  Royalty  is  owed whenever Licensee Applications
include, use, or are enabled by, any Certicom proprietary technology implemented
by  the Software, whether such technology is provided as part of the Software or
via  products  (software or hardware) or services provided by a third party. Use
of licensee application to issue a certificate or permit within thirty (30) days
after  the  end  of each calendar quarter Licensee agrees to pay to Certicom the
Royalty Percentage for Gross Revenue from Licensee Applications in such quarter.
For  greater certainty, unless specifically noted on the Information Sheets, the
royalty  negotiated  between  the  parties  is based upon the total value of the
Licensee  Application  as  a  functioning product (or project) with the Software
incorporated  therein  ("Total Value").  To insure that Licensee pays the proper
percentage royalty upon the Total Value, any Licensee Application must represent
a  substantial  functional  and  value  added  enhancement  over  and  above the
Software,  such  that  the  primary reason for a potential user to purchase such
Licensee  Application is other than to obtain the right to use the Software. All
payments are subject to any appropriate Special Terms on the Information Sheets.

III.  ROYALTY  REPORTS.  Substantial  compliance  with  the  provisions  of this
subsection  will  be  considered  a material element of this Agreement. Licensee
agrees  to  provide (and update as necessary) contact information for a Licensee
officer  responsible  for  reporting  Licensee's  royalties  as  required herein
("Royalty  Contact").  A  report  in  reasonably detailed form setting forth the
calculation  of  fees  due  from  Licensee  and  detailed form setting forth the
calculation  of  royalties due from Licensee, and signed by the Royalty Contact,
will  be  delivered  to  Certicom  within  twenty  days  after the close of each
calendar  quarter  during  the  term  of  this  Agreement, regardless of whether
royalty  payments  are  due pursuant to Section II of this Exhibit. Upon request
from Licensee, Certicom will provide an example of a standard royalty report for
Licensee's use. The report must include, at a minimum, the following information
with  respect  to  the  relevant  quarter:

     (a)  The  name  of  each  Licensee  Application;

     (b)  The Gross Revenue from each named Licensee Application invoiced, sold,
          licensed,  rented,  used  and/or distributed or delivered to Customers
          and  Distributors in the preceding quarter as well as an aggregate for
          the  calendar  year  to  date;

     (c)  A  calculation  of  the total actual royalties due to Certicom for the
          immediate  preceding  quarter, as well as the aggregate amount for the
          whole  calendar  year  to  date.

     (d)  Whether  any  Royalty  is  due  from  Conditionally Exempt Products as
          provided  in  Exhibit  A,  Section  II(b).


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<PAGE>
[GRAPHIC OMITTED]
CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT

IV.  CONDITIONALLY EXEMPT PRODUCTS BUNDLED WITH CERTIFICATE RIGHTS. In the event
that  Royalties  are  reported  as  due  from  Conditionally Exempt Products (as
provided  under  Section  III(d),  above),  Licensee  and  Certicom shall timely
cooperate  to  fairly  determine  the  portion of the value to be attributed  to
Certificate  Rights  within the consideration actually received by Licensee from
third  parties  at  any time in consideration of the use, license, rental, sale,
transfer,  subscription  to,  or  distribution  of  such  Conditionally  Exempt
Products.  The  parties'  mutual  written  determination  on such subject may be
memorialized  by  an  unambiguous  E-mail  exchanged  between  the  parties.



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<PAGE>
[GRAPHIC OMITTED]
CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT

     SIGNATURES OF THE PARTIES

     Certicom Corp., a corporation organized under the laws of the Yukon
     Territory (including its wholly owned subsidiaries) hereby licenses the
     Materials which includes the Software, documentation noted above, and the
     person or entity noted as Licensee agrees to accept such license and pay
     the fees noted above, all in accordance with these Standard Terms and
     Conditions and all attached exhibits, attachments, or schedules referenced
     in this Agreement and attached hereto, specifically Exhibits A, B (which
     are mandatory exhibits), C1 (alternate support level terms), D1 ( royalty
     terms) and Exhibit E (escrow agreement). Where a reference in the Terms and
     Conditions is made to an Exhibit "C" or "D" without an associated version
     number, such reference is intended to include the specific Exhibit version
     number referenced on this page and attached hereto.


AGREED TO AND ACKNOWLEDGED BY:

CERTICOM CORP.                          DIVERSINET  CORP.


-----------------------------------     -----------------------------------
By:                                     By:  Hussam Mahgoub


-----------------------------------     -----------------------------------
Name: (Please print)                    Name: (Please print)


-----------------------------------     -----------------------------------
Title:                                  Title: Vice President - Products

-----------------------------------     -----------------------------------
Date:                                   Date:


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<PAGE>
[GRAPHIC OMITTED]
CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT

                  MASTER PREFERRED ESCROW AGREEMENT- EXHIBIT E

                          Master Number _0305073-00002

This  agreement  "Agreement"  is  effective  _____________,  20____  among  DSI
Technology  Escrow  Services, Inc. ("DSI"), Certicom Corp. ("Depositor") and any
additional  party  signing  the  Acceptance  Form  attached  to  this  Agreement
("Preferred Beneficiary"), who collectively may be referred to in this Agreement
as  the  parties  ("Parties").

A.     Depositor  and  Preferred  Beneficiary have entered or will enter into a
license  agreement,  development  agreement,  and/or  other  agreement regarding
certain  proprietary  technology  of Depositor (referred to in this Agreement as
"the  License  Agreement").

B.     Depositor  desires  to  avoid  disclosure  of its proprietary technology
except  under  certain  limited  circumstances.

C.     The  availability of the proprietary technology of Depositor is critical
to  Preferred  Beneficiary  in  the  conduct  of  its  business  and, therefore,
Preferred  Beneficiary  needs access to the proprietary technology under certain
limited  circumstances.

D.     Depositor  and  Preferred Beneficiary desire to establish an escrow with
DSI  to  provide  for  the  retention,  administration  and controlled access of
certain  proprietary  technology  materials  of  Depositor.

E.     The  parties  desire  this  Agreement  to be supplementary to the License
Agreement  pursuant  to  11  United  States  [Bankruptcy] Code, Section 365(n).


ARTICLE  1  --  DEPOSITS

1.1     Obligation  to  Make Deposit.  Upon the signing of this Agreement by the
        ----------------------------
parties,  including  the  signing  of  the Acceptance Form, Exhibit A naming the
Deposit  Account,  Depositor agrees to deliver to DSI the proprietary technology
and  other  materials  ("Deposit  Materials")  required  to  be deposited by the
License  Agreement  or, if the License Agreement does not identify the materials
to  be  deposited with DSI, then such materials will be identified on Exhibit B.
If  Exhibit  B  is  applicable, it is to be prepared and signed by Depositor and
Preferred  Beneficiary.  DSI  shall  have  no  obligation  with  respect  to the
preparation,  signing  or  delivery  of  Exhibit  B.

1.2     Identification  of Tangible Media.  Prior to the delivery of the Deposit
        ---------------------------------
Materials  to  DSI,  Depositor shall conspicuously label for identification each
document,  magnetic  tape,  disk, or other tangible media upon which the Deposit
Materials  are written or stored. Additionally, Depositor shall complete Exhibit
B  to  this  Agreement  by  listing  each  such tangible media by the item label
description,  the  type of media and the quantity.  Exhibit B shall be signed by
Depositor  and  delivered  to  DSI with the Deposit Materials.  Unless and until
Depositor  makes the initial deposit with DSI, DSI shall have no obligation with
respect to this Agreement, except the obligation to notify the parties regarding
the  status  of  the  account  as required in Section 2.2 below.


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<PAGE>
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CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT

1.3. Escrow  Account  Name Identification. Subject to this Article 1, and at the
     ------------------------------------
time Depositor makes the initial deposit with DSI in accordance with Section 1.2
above,  Depositor  shall  complete and sign Exhibit A naming the initial account
upon  which  the  Deposit  Materials  are  written  or  stored.

1.4  Deposit  Inspection.  When  DSI  receives the Deposit Materials and Exhibit
     -------------------
B,  DSI  will  conduct a deposit inspection by visually matching the labeling of
the tangible media containing the Deposit Materials to the item descriptions and
quantity  listed on Exhibit B.  In addition to the deposit inspection, Preferred
Beneficiary  may  elect  to  cause  a  verification  of the Deposit Materials in
accordance  with  Section  1.7  below.

1.5  Acceptance  of  Deposit.  At  completion  of the deposit inspection, if DSI
     -----------------------
determines that the labeling of the tangible media matches the item descriptions
and  quantity  on  Exhibit  A,  DSI will date and sign Exhibit A and mail a copy
thereof  to  Depositor  and  Preferred  Beneficiary.  If DSI determines that the
labeling does not match the item descriptions or quantity on Exhibit A, DSI will
(a)  note the discrepancies in writing on Exhibit A; (b) date and sign Exhibit A
with  the  exceptions  noted;  and (c) mail a copy of Exhibit A to Depositor and
Preferred  Beneficiary.  DSI's acceptance of the deposit occurs upon the signing
of  Exhibit A by DSI.  Delivery of the signed Exhibit A to Preferred Beneficiary
is  Preferred Beneficiary's notice that the Deposit Materials have been received
and  accepted  by  DSI.

1.6  Depositor's  Representations.  Depositor  represents  as  follows:
     ----------------------------

     a.   Depositor  lawfully  possesses  all of the Deposit Materials deposited
          with  DSI;

     b.   With  respect to all of the Deposit Materials, Depositor has the right
          and  authority to grant to DSI and Preferred Beneficiary the rights as
          provided  in  this  Agreement;

     c.   The  Deposit  Materials  are  not  subject  to  any  lien  or  other
          encumbrance;

     d.   The  Deposit Materials consist of the proprietary technology and other
          materials  identified either in the License Agreement or Exhibit B, as
          the  case  may  be;  and

     e.   The  Deposit  Materials are readable and useable in their current form
          or,  if  any  portion  of  the  Deposit  Materials  is  encrypted, the
          decryption  tools  and  decryption  keys  have  also  been  deposited.

1.7     Verification.  Preferred Beneficiary shall have the right, at Preferred
         ------------
Beneficiary's  expense,  to  cause  a  verification  of  any  Deposit Materials.
Preferred  Beneficiary shall notify Depositor and DSI of Preferred Beneficiary's
request  for  verification.  Depositor shall have the right to be present at the
verification.  A  verification  determines,  in  different levels of detail, the
accuracy,  completeness, sufficiency and quality of the Deposit Materials.  If a
verification  is elected after the Deposit Materials have been delivered to DSI,
then  only  DSI,  or at DSI's election an independent person or company selected
and  supervised  by  DSI,  may  perform  the  verification.

1.8     Deposit  Updates.  Unless  otherwise provided by the License Agreement,
         ----------------
Depositor shall update the Deposit Materials within 60 days of each release of a
new  version  of  the  product  which is subject to


Diversinet.Certicom.OEM.License.Agreement.02.25.02.
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<PAGE>
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CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT

the  License  Agreement. Such updates will be added to the existing deposit. All
deposit  updates  shall be listed on a new Exhibit B and the new Exhibit B shall
be  signed  by  Depositor. Each Exhibit B will be held and maintained separately
within  the  escrow  account.  An  independent record will be created which will
document  the activity for each Exhibit B. The processing of all deposit updates
shall  be  in  accordance with Sections 1.2 through 1.6 above. All references in
this  Agreement  to  the  Deposit  Materials  shall  include the initial Deposit
Materials  and  any  updates.

1.9  Removal  of  Deposit  Materials.  The  Deposit  Materials  may  be  removed
     -------------------------------
and/or  exchanged only on written instructions signed by Depositor and Preferred
Beneficiary,  or  as  otherwise  provided  in  this  Agreement.


ARTICLE 2 -- CONFIDENTIALITY AND RECORD KEEPING

2.1  Confidentiality.  DSI  shall  maintain  the  Deposit Materials in a secure,
     ---------------
environmentally  safe,  locked  facility  which is accessible only to authorized
representatives of DSI.  DSI shall have the obligation to reasonably protect the
confidentiality  of the Deposit Materials. Except as provided in this Agreement,
DSI  shall not disclose, transfer, make available, or use the Deposit Materials.
DSI shall not disclose the content of this Agreement to any third party.  If DSI
receives  a  subpoena or any other order from a court or other judicial tribunal
pertaining  to  the  disclosure  or  release  of the Deposit Materials, DSI will
immediately  notify  the parties to this Agreement unless prohibited by law.  It
shall  be  the  responsibility  of  Depositor  and/or  Preferred  Beneficiary to
challenge any such order; however, that DSI does not waive its rights to present
its  position  with  respect  to  any  such  order.  DSI will not be required to
disobey  any  order  from  a court or other judicial tribunal.  (See Section 7.5
below  for  notices  of  requested  orders.)

2.2  Status  Reports.  DSI  will  issue  to  Depositor and Preferred Beneficiary
     ---------------
a  report profiling the account history at least semi-annually.  DSI may provide
copies  of  the account history pertaining to this Agreement upon the request of
any  party  to  this  Agreement.

2.3  Audit  Rights.  During  the  term  of  this  Agreement,  Depositor  and
     -------------
Preferred  Beneficiary  shall each have the right to inspect the written records
of DSI pertaining to this Agreement.  Any inspection shall be held during normal
business  hours  and  following  reasonable  prior  notice.


ARTICLE 3  --  GRANT OF RIGHTS TO DSI

3.1  Title  to  Media.  Depositor  hereby  transfers  to  DSI  the  title to the
     ----------------
media upon which the proprietary technology and materials are written or stored.
However,  this  transfer  does  not  include  the  ownership  of the proprietary
technology  and  materials  contained  on the media such as any copyright, trade
secret,  patent  or  other  intellectual  property  rights.

3.2  Right  to  Make  Copies.  DSI  shall  have  the right to make copies of the
     -----------------------
Deposit Materials solely as reasonably necessary to perform this Agreement.  DSI
shall  copy  all  copyright,  nondisclosure,  and  other proprietary notices and
titles  contained  on  the  Deposit  Materials  onto  any  copies  made


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<PAGE>
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CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT

by  DSI.  With  all  Deposit Materials submitted to DSI, Depositor shall provide
any  and all instructions as may be necessary to duplicate the Deposit Materials
including  but  not  limited  to  the  hardware  and/or  software  needed.

3.3  Right  to  Transfer  Upon  Release.  Depositor  hereby  grants  to  DSI the
     ----------------------------------
right to transfer Deposit Materials to Preferred Beneficiary upon any release of
the  Deposit  Materials  for  use  by  Preferred  Beneficiary in accordance with
Section  4.5.  Except  upon  such  a  release  or  as otherwise provided in this
Agreement,  DSI  shall  not  transfer  the  Deposit  Materials.


ARTICLE  4  --  RELEASE  OF  DEPOSIT

4.1  Release  Conditions.  As  used  in  this  Agreement,  "Release  Condition"
     -------------------
shall  mean  the  following:

     a.   Depositor's  continued  failure  to  substantially  carry out material
     support  obligations  or  continued material breach by Depositer to fulfill
     its  obligation  pursuant  to  the  License  Agreement;

     b.   Depositor's  continued  failure  to  continue  to  do  business in the
          ordinary  course;  or,
     c.   Such  further or different conditions (or set of conditions) agreed to
          in  the  License

4.2  Filing  For  Release.  If  Preferred  Beneficiary  believes  in  good faith
     --------------------
that  a  Release  Condition has occurred, Preferred Beneficiary shall provide to
DSI  and Depositor written notice of the occurrence of the Release Condition and
a  request  for  the  release  of  the  Deposit Materials.  Upon receipt of such
notice,  DSI  shall  provide  a  copy  of  the notice to Depositor by commercial
express  mail.

4.3  Contrary  Instructions.  From  the  date  DSI  mails  the notice requesting
     ----------------------
release  of  the Deposit Materials, Depositor shall have thirty business days to
deliver  to  DSI  contrary  instructions  ("Contrary  Instructions").  Contrary
Instructions  shall  mean the written representation by Depositor that a Release
Condition  has  not  occurred  or  has  been  cured.  Upon  receipt  of Contrary
Instructions,  DSI  shall  send  a  copy  to Preferred Beneficiary by commercial
express  mail.  Additionally,  DSI  shall  notify  both  Depositor and Preferred
Beneficiary  that there is a dispute to be resolved pursuant to the Section 7.3.
Subject to Section 5.2 of this Agreement, DSI will continue to store the Deposit
Materials  without  release  pending  (a)  joint instructions from Depositor and
Preferred  Beneficiary;  (b)  dispute resolution pursuant to Section 7.3; or (c)
order  of  a  court.

4.4  Release  of  Deposit.  If  DSI  does not receive Contrary Instructions from
     -------------------
the  Depositor,  DSI  is  authorized  to  release  the  Deposit Materials to the
Preferred  Beneficiary  or,  if  more  than one beneficiary is registered to the
deposit,  to  release  a  copy  of  the  Deposit  Materials  to  the  Preferred
Beneficiary.  However, DSI is entitled to receive any fees due DSI before making
the  release.  Any  copying  expense  in  excess  of  $300 will be chargeable to
Preferred  Beneficiary.  Upon  any  such  release,  the  escrow arrangement will
terminate as it relates to the Depositor and  Preferred  Beneficiary involved in
the  release.

4.5  Right  to  Use  Following  Release.  Unless  otherwise  provided  in  the
     ----------------------------------
License Agreement, upon release of the Deposit Materials in accordance with this
Article  4,  Preferred  Beneficiary


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<PAGE>
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CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT

shall  have  the  right  to  use  the  Deposit Materials for the sole purpose of
continuing  the  benefits  afforded  to  Preferred  Beneficiary  by  the License
Agreement.  Preferred  Beneficiary  shall  be  obligated  to  maintain  the
confidentiality  of  the  released  Deposit  Materials.


ARTICLE  5  --  TERM  AND  TERMINATION

5.1  Term  of  Agreement.  The  initial  term  of this Agreement is for a period
     -------------------
of  one  year.  Thereafter,  this  Agreement  shall  automatically  renew  from
year-to-year unless (a) Depositor and Preferred Beneficiary jointly instruct DSI
in writing that the Agreement is terminated; (b) Preferred Beneficiary instructs
DSI  in  writing  that  the  Agreement  is terminated as it relates to Preferred
Beneficiary; or (c) DSI instructs Depositor and Preferred Beneficiary in writing
that  the  Agreement is terminated for nonpayment in accordance with Section 5.2
or  by  resignation  in  accordance with Section 5.3. If the Acceptance Form has
been  signed  at  a  date  later  than  this  Agreement, the initial term of the
Acceptance  Form  will  be  for one year with subsequent terms to be adjusted to
match  the  anniversary  date  of  this  Agreement. If the deposit materials are
subject  to another escrow agreement with DSI, DSI reserves the right, after the
initial one year term, to adjust the anniversary date of this Agreement to match
the  then  prevailing  anniversary  date  of  such  other  escrow  arrangements.

5.2  Termination  for  Nonpayment.  In  the event of the nonpayment of fees owed
     --------------------------
to  DSI,  DSI shall provide written notice of delinquency to the parties to this
Agreement  affected by such delinquency.  Any such party shall have the right to
make  the  payment  to  DSI to cure the default.  If the past due payment is not
received in full by DSI within one month of the date of such notice, then at any
time  thereafter  DSI  shall  have  the right to terminate this Agreement to the
extent  it  relates  to  the  delinquent  party  by  sending  written  notice of
termination  to such affected parties.  DSI shall have no obligation to take any
action  under  this Agreement so long as any payment due to DSI remains unpaid.

5.3  Termination  by  Resignation.  DSI  reserves  the  right  to terminate this
      -----------------------------
Agreement, for any reason, by providing Depositor and Preferred Beneficiary with
100-days'  written  notice of its intent to terminate this Agreement. Within the
100-day  period,  the  Depositor  and Preferred Beneficiary may provide DSI with
joint  written  instructions authorizing DSI to forward the Deposit Materials to
another  escrow company and/or agent or other designated recipient.  If DSI does
not receive said joint written instructions within 100 days of the date of DSI's
written  termination notice, then DSI shall destroy, return or otherwise deliver
the  Deposit  Materials  in  accordance  with  Section  5.4.

5.4  Disposition  of  Deposit  Materials  Upon  Termination.  Subject  to  the
     ------------------------------------------------------
foregoing  termination  provisions,  and upon termination of this Agreement, DSI
shall  destroy, return, or otherwise deliver the Deposit Materials in accordance
with  Depositor's  instructions.  If  there are no instructions, DSI may, at its
sole discretion, destroy the Deposit Materials or return them to Depositor.  DSI
shall  have  no  obligation  to  destroy  or return the Deposit Materials if the
Deposit  Materials are subject to another escrow agreement with DSI or have been
released  to  the  Preferred  Beneficiary  in  accordance  with  Section  4.4.

5.5  Survival  of  Terms  Following  Termination.  Upon  termination  of  this
     -------------------------------------------
Agreement,  the  following  provisions  of  this  Agreement  shall  survive:


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CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT

     a.   Depositor's  Representations  (Section  1.5);

     b.   The  obligations  of  confidentiality  with  respect  to  the  Deposit
          Materials;

     c.   The  rights  granted  in  the sections entitled Right to Transfer Upon
          Release  (Section  3.3)  and  Right  to Use Following Release (Section
          4.5),  if  a  release  of  the Deposit Materials has occurred prior to
          termination;

     d.   The  obligation  to  pay  DSI  any  fees  and  expenses  due;

     e.   The  provisions  of  Article  7;  and

     f.   Any provisions in this Agreement which specifically state they survive
          the  termination  of  this  Agreement.


ARTICLE 6  --  DSI'S FEES

6.1  Fee  Schedule.  DSI  is  entitled to be paid its standard fees and expenses
     -------------
applicable  to  the services provided, which may be increased once in advance of
the  renewal  of  each  annual term.  DSI shall notify the party responsible for
payment  of  DSI's fees at least 60 days prior to any increase in fees.  For any
service  not  listed  on  DSI's  standard fee schedule, DSI will provide a quote
prior  to  rendering  the  service.

6.2  Payment  Terms.  DSI  shall  not  be required to perform any service unless
     --------------
the  payment  for such service and any outstanding balances owed to DSI are paid
in  full.  Fees  are  due  upon  receipt  of a signed contract or receipt of the
Deposit  Materials whichever is earliest. If invoiced fees are not paid, DSI may
terminate  this  Agreement  in  accordance  with  Section  5.2.


ARTICLE  7  --  LIABILITY  AND  DISPUTES

7.1  Right  to  Rely  on  Instructions.  DSI  may  act  in  reliance  upon  any
     ---------------------------------
instruction,  instrument, or signature reasonably believed by DSI to be genuine.
DSI  may  assume  that  any  employee of a party to this Agreement who gives any
written  notice,  request,  or instruction has the authority to do so.  DSI will
not be required to inquire into the truth or evaluate the merit of any statement
or  representation  contained  in  any  notice  or  document.  No party shall be
responsible  for  failure  to  act  as  a result of causes beyond the reasonable
control  of  such  party.

7.2  Indemnification.  Depositor  and  Preferred  Beneficiary  each  agree  to
     ---------------
indemnify,  defend  and  hold  harmless  DSI  from  any and all claims, actions,
damages,  arbitration  fees  and  expenses,  costs,  attorney's  fees  and other
liabilities  ("Liabilities")  incurred by DSI relating in any way to this escrow
arrangement  unless  such  Liabilities  were  caused solely by the negligence or
willful  misconduct  of  DSI.

7.3  Dispute  Resolution.  Any  dispute  relating  to  or  arising  from  this
     -------------------
Agreement  shall  be  resolved  by arbitration under the Commercial Rules of the
American  Arbitration  Association,  with  reasonable


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CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT

discovery  activities  permitted.  Three  arbitrators  shall  be  selected.  The
Depositor and Preferred Beneficiary shall each select one arbitrator and the two
chosen  arbitrators  shall  select the third arbitrator, or failing agreement on
the  selection  of  the  third  arbitrator, the American Arbitration Association
shall  select  the  third  arbitrator.  However,  if  DSI  is  a  party  to  the
arbitration,  DSI  shall select the third arbitrator. Unless otherwise agreed by
Depositor  and  Preferred  Beneficiary,  arbitration  will  take  place  in  San
Francisco,  California,  USA.  Any court having jurisdiction over the matter may
enter  judgment  on  the  award  of  the arbitrator(s). Service of a petition to
confirm  the  arbitration award may be made by First Class mail or by commercial
express  mail,  to the attorney for the party or, if unrepresented, to the party
at  the  last  known  business  address.

7.4  Controlling  Law.  This  Agreement  is  to  be  governed  and  construed in
     ----------------
accordance  with  the  laws  of  the  State of California, without regard to its
conflict  of  law  provisions.

7.5  Notice  of  Requested  Order.  If any party intends to obtain an order from
     ----------------------------
the  arbitrator  or  any court of competent jurisdiction which may direct DSI to
take,  or  refrain  from  taking  any  action,  that  party  shall:

     a.   Give  DSI  at  least  two  business days' prior notice of the hearing;

     b.   Include in any such order that, as a precondition to DSI's obligation,
          DSI  be  paid  in  full  for  any  past  due  fees and be paid for the
          reasonable  value  of  the  services  to  be rendered pursuant to such
          order;  and

     c.   Ensure that DSI not be required to deliver the original (as opposed to
          a  copy)  of  the  Deposit  Materials  if  DSI  may need to retain the
          original  in its possession to fulfill any of its other escrow duties.


ARTICLE 8  --  GENERAL PROVISIONS

8.1  Entire  Agreement.  This  Agreement,  which  includes  the  Acceptance Form
     -----------------
and  Exhibits  A,  B,  and C described herein, embodies the entire understanding
among  all  of the parties with respect to its subject matter and supersedes all
previous  communications,  representations  or  understandings,  either  oral or
written.  DSI  is  not  a  party  to the License Agreement between Depositor and
Preferred  Beneficiary and has no knowledge of any of the terms or provisions of
any  such  License  Agreement.  DSI's only obligations to Depositor or Preferred
Beneficiary are as set forth in this Agreement.  No amendment or modification of
this  Agreement  shall  be  valid  or  binding  unless signed by all the parties
hereto, except that Exhibit B or C need not be signed by DSI, and the Acceptance
Form  need  only  be  signed  by  the  parties  identified  therein.

8.2  Notices.  All  notices,  invoices,  payments,  deposits and other documents
     -------
and  communications  shall be given to the parties at the addresses specified in
the  attached  Exhibit C and Acceptance Form.  It shall be the responsibility of
the  parties  to notify each other as provided in this Section in the event of a
change  of  address.  The parties shall have the right to rely on the last known
address  of the other parties.  Unless otherwise provided in this Agreement, all
documents  and  communications  may  be  delivered  by  First  Class  mail.


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CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT

8.3  Severability.  In  the  event  any  provision of this Agreement is found to
     ------------
be  invalid,  voidable  or  unenforceable,  the  parties  agree  that  unless it
materially  affects  the  entire  intent  and  purpose  of  this Agreement, such
invalidity,  voidability  or  unenforceability  shall  affect  neither  the
validity  of  this  Agreement  nor  the  remaining  provisions  herein,  and the
provision  in  question  shall  be  deemed  to  be  replaced  with  a  valid and
enforceable  provision  most  closely  reflecting  the intent and purpose of the
original  provision.

8.4  Successors.  This  Agreement  shall  be binding upon and shall inure to the
     ----------
     benefit  of  the  successors and assigns of the parties. However, DSI shall
     have  no obligation in performing this Agreement to recognize any successor
     or  assign of Depositor or Preferred Beneficiary unless DSI receives clear,
     authoritative  and  conclusive  written  evidence of the change of parties.

8.5  Regulations.  Depositor  and  Preferred  Beneficiary  are  responsible  for
     -----------
and  warrant  compliance  with  all  applicable  laws,  rules  and  regulations,
including  but  not  limited to customs laws, import, export, and re-export laws
and government regulations of any country from or to which the Deposit Materials
may  be  delivered  in  accordance  with  the  provisions  of  this  Agreement.


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CERTICOM(TM)            CERTICOM(R) OEM LICENSE AGREEMENT


                                    EXHIBIT A
                              PREFERRED BENEFICIARY
                                 ACCEPTANCE FORM

                          Account Number: 0305073-00002


Depositor,  Preferred  Beneficiary  and  DSI  Technology  Escrow  Services, Inc.
("DSI"), hereby acknowledge that __________________ is the Preferred Beneficiary
referred  to  in  the  Master  Preferred  Escrow Agreement effective___________,
20_____  with  DSI as the escrow agent and ___Certicom, Inc._____________ as the
Depositor.  Preferred Beneficiary hereby agrees to be bound by all provisions of
such  Agreement.

Depositor hereby enrolls Preferred Beneficiary to the following account(s):

Account  Name                                 Account  Number
-------------                                 ---------------


---------------------------------------       ----------------------------------

---------------------------------------       ----------------------------------

---------------------------------------       ----------------------------------


Notices and communications to Preferred
Beneficiary should be addressed to:           Invoices should be addressed to:


Company Name:
             ---------------------------      ----------------------------------

Designated Contact:
                   ---------------------      ----------------------------------

Telephone:                                    Contact:
           -----------------------------              --------------------------

Facsimile:
           -----------------------------      ----------------------------------
E-Mail:                                       P.O.#, IF REQUIRED:
                                                                 ---------------

---------------------------------------       ----------------------------------
Preferred Beneficiary                         Depositor


By:                                           By:
   ------------------------------------          -------------------------------
Name:                                         Name:
     ----------------------------------            -----------------------------
Title:                                        Title:
     ----------------------------------            -----------------------------
Date:                                         Date:
     ----------------------------------            -----------------------------


DSI  Technology  Escrow  Services,  Inc.
----------------------------------------

By:
   -------------------------------------
Name:
     -----------------------------------
Title:
      ----------------------------------
Date:
     -----------------------------------


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CERTICOM(TM)             CERTICOM(R) OEM LICENSE AGREEMENT


                                    EXHIBIT B
                            MATERIALS TO BE DEPOSITED

                          Account Number: 0305073-00002


Depositor represents to Preferred Beneficiary that Deposit Materials delivered
to DSI shall consist of the following:

Licensed Products as per license agreement:

Security Builder, version 2.x and 3.x for "C" and 1.x for Java


Certicom Corp.
Depositor      ------------------------       ---------------------------------
                                              Preferred Beneficiary

By:                                           By:
   ------------------------------------          -------------------------------
Name:                                         Name:
     ----------------------------------            -----------------------------
Title:                                        Title:
     ----------------------------------            -----------------------------
Date:                                         Date:
     ----------------------------------            -----------------------------


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CERTICOM(TM)             CERTICOM(R) OEM LICENSE AGREEMENT


                                    EXHIBIT C
                               DESIGNATED CONTACT

                      Master Number
                                    ----------------------


Notices and communications
should be addressed to:                      Invoices should be addressed to:


Company Name:                                Accounts Payable
             ----------------------------    ----------------
Address:                                     Certicom  Corp.
        ---------------------------------    ---------------
                                             25801 Industrial Blvd
        ---------------------------------    ---------------------
                                             Hayward, CA 94545
        ---------------------------------    ---------------------
Designated Contact:                          Contact:
                   ----------------------            ---------------------------
Telephone:
           ------------------------------    -----------------------------------
Facsimile:                                   P.O.#, IF REQUIRED:
           ------------------------------                       ----------------
E-MAIL:
        ---------------------------------


Verification Contact:

-----------------------------------


Requests  to  change  the  designated  contact should be given in writing by the
designated  contact  or  an  authorized  employee.


Contracts, Deposit Materials and           Invoice inquiries and fee remittances
notices to DSI should be addressed to:     to DSI should be addressed to:

DSI Technology Escrow Services, Inc.       DSI Technology Escrow Services, Inc.
Contract Administration                    PO Box 45156
9265 Sky Park Court, Suite 202             San  Francisco, CA 94145-0156
San Diego, CA 92123


Telephone:  (858)  499-1600                (858) 499-1636
Facsimile:  (858)  694-1919                (858) 499-1637
E-Mail:     ca@dsiescrow.com
            ----------------

Date:
     ------------------------------------


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