EXHIBIT 10.25


OEM Service Provider License Agreement                                [RSA LOGO]
RSA Data Security, Inc.                                       RSA Data Security
                                                     A Security Dynamics Company



Thank you for choosing to do business with us. This Agreement has the purpose of
licensing you the right to (i)  incorporate  the RSA Software into your products
and  (ii)  use  and/or  distribute  to end  users  the RSA  Software  solely  as
incorporated  into such products for the purpose of providing  Your service.  In
return,  You agree to pay RSA the license fees  described in this  Agreement (or
its  attachments)  which typically  comprise an initial payment of license fees,
plus on-going royalties,  but, alternatively,  may consist of annual license fee
amount,  paid-up license fee amounts or other  arrangements as described in this
Agreement. This license is for object code only. Maintenance and support for the
RSA Software licensed, if elected, is under separate terms and conditions.  This
License  Agreement is to be construed and  interpreted  in accordance  with this
general  purpose,  though any  conflict  between  this  general  purpose and the
express terms found in this License  Agreement shall be resolved in favor of the
express terms.



Enterprise Name ("You"): POPstar Communications     Jurisdiction of  Nova Scotia
                         Canada Corp.               Incorporation:

Street Address: 107 East 3rd Avenue

City:  Vancouver                        State & Zip Code: BC Canada V6K 1Y6


Enterprise Legal Contact (Name & Title):  John McDermott, President


Agreement Number: 0999-POP-S-SRV-1


This  LICENSE  AGREEMENT  (the  "Agreement"),  effective as of the later date of
execution  ("Effective Date"), is entered into by and between RSA Data Security,
Inc., a Delaware corporation ("RSA"),  having a principal address at 2955 Campus
Drive, Suite 400, San Mateo, CA 94403-2507, and the Enterprise identified above.

                                 1 DEFINITIONS

The  following  terms  when  used in this  Agreement  shall  have the  following
meanings:

1.1  "Distributor"  means a dealer or distributor in the business of relicensing
or  distributing  Client Licensed  Products to End User  Customers,  directly or
through one or more Distributors,  by virtue of authority granted by You for the
purpose providing the Licensed Service.  Client Licensed Products  relicensed or
distributed  by a Distributor  shall bear Your  trademarks and service marks and
shall  not be  privately  labeled  by  such  Distributor  or  other  parties.  A
Distributor  shall  have no right  to add to or  modify  any part of a  Licensed
Product.

1.2 "End User Customer"  means a person or an entity  receiving the RSA Software
as part of a Client  Licensed  Product from You or a Distributor for personal or
internal  use to obtain the  Licensed  Service  and  primarily  not for  resale,
redistribution  or other transfer of such Client  Licensed  Product to any other
person or entity.

1.3 "Licensed  Product(s)"  means one or more of Your products or product groups
identified in the attached  "License/Product Schedule Exhibit" which has been or
will be developed by You and which incorporates in any manner any portion of the
RSA Software. A Licensed Product (i) must represent a significant functional and
value  enhancement  to the RSA Software,  (ii) shall not expose or,  directly or
indirectly,  pass through any APIs, and (iii) shall not be a security  add-on or
"bolt-on," the primary purpose of which is providing security to a third party's
product.  A Licensed Product consists of a client  component  ("Client  Licensed
Product") and a server component ("Server Licensed Product").  Each component of
a Licensed  Product shall be capable of operating only in  conjunction  with the
other  component.  The Server Licensed Product must be owned and operated by You
at Your site,  and You shall have no right to charge a license fee or comparable
fee for distribution of the Client Licensed Product.

1.4 "Licensed  Service(s)" means one or more of Your services  identified in the
attached  "License/Product Schedule Exhibit" which has been or will be developed
by You and which uses or is  supported by the  Licensed  Products.  The Licensed
Service must represent a significant functional and value enhancement to the RSA
Software,  such that the primary  reason for an End User  Customer to obtain the
Licensed  Service is other than the right to use the RSA Software.  Only You may
provide the Licensed Service.


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OEM Service Provider License Agreement                                [RSA LOGO]
RSA Data Security, Inc.                                       RSA Data Security
                                                     A Security Dynamics Company



1.5 "RSA Software" means RSA's proprietary  software  identified on the attached
"License/Product  Schedule  Exhibit" (and including only those algorithms listed
therewith), as further described in the User Manual(s) associated therewith.

1.6  "Updates"  means  any new  version  of the  RSA  Software  designated  by a
progressing  of the release  number  (either right or left of the decimal point)
following the version initially shipped hereunder.

1.7 "User  Manual"  means the most  current  version of the user  manual  and/or
reference  manual  customarily  supplied by RSA to entities  who license the RSA
Software.

1.8  "Subscriber"  means a person or entity to whom a  copy/unit  of the  Client
Licensed  Product has been  distributed and who has paid You any cash or in-kind
consideration at any time for the Licensed Service, whether as use, transaction,
subscription,  or service fees, or any comparable fees based on or involving the
use of the Licensed Service.  You shall have no right to charge a license fee or
comparable fee for distribution of the Client Licensed Product.

                                   2 LICENSES

2.1 License Grant. During the term of this Agreement and within the Field of Use
limitation set forth in the "License/Product  Schedule Exhibit" attached hereto,
RSA hereby grants You a non-exclusive, non-transferable license to:

     2.1.1(i)  incorporate the RSA Software in object or byte code format into a
     Licensed  Product;  (ii) reproduce and have  reproduced the RSA Software in
     object or byte code  format as  incorporated  in a Licensed  Product and as
     reasonably needed for inactive backup or archival  purposes;  (iii) license
     or otherwise  distribute the RSA Software in the Territory as  incorporated
     in a Client Licensed  Product (if  distribution of such Licensed Product is
     not prohibited in the attached  "License/Product  Schedule Exhibit") to End
     User Customers,  directly or indirectly  through one or more  Distributors;
     and (iv) reproduce,  have reproduced and distribute the RSA Software in the
     Territory as incorporated  in a Licensed  Product to Your employees at Your
     site(s) and for use by such  employees  solely for the purpose of providing
     the  Licensed  Service to End User  Customers  or  supporting  the Licensed
     Service.

     2.1.2(i) use the User Manual to support End User Customers and the Licensed
     Service;  (ii)  modify  and  incorporate  any or all of the User  Manual in
     Licensed Product and License Service documentation;  (iii) reproduce,  have
     reproduced and distribute in the Territory such portions of the User Manual
     as incorporated in Licensed Product documentation to Your employees at Your
     site(s) and for use by such  employees  solely for the purpose of providing
     the  Licensed  Service to End User  Customers  or  supporting  the Licensed
     Service;  and (iv)  reproduce  and have  reproduced  and  distribute in the
     Territory  such  portions  of the User Manual as  incorporated  in Licensed
     Product and Licensed Service documentation to End User Customers.

2.2  Limitations On Licenses.  Notwithstanding  the generality of the foregoing:
You may not in any way sell,  lease,  rent,  license,  sublicense  or  otherwise
distribute the RSA Software  except as part of a Client  Licensed  Product whose
distribution  is  not  prohibited  on  the  attached  "License/Product  Schedule
Exhibit".  Such  distribution  must be for the sole  purpose  of  providing  the
Licensed Service.  The RSA Software may only be accessed by the functionality of
the Licensed  Product in which it is included,  and a Licensed Product shall not
make the RSA Software  directly  accessible to End User Customers or to products
other than the Licensed  Product,  or otherwise  expose an API.  Nothing in this
Agreement grants You any rights, license or interest with respect to source code
of the  RSA  Software.  You  shall  not  modify,  translate,  reverse  engineer,
decompile  or  disassemble  the RSA  Software or any part  thereof or  otherwise
attempt to derive source code or create  derivative works  therefrom,  and shall
not authorize any third party to do any of the foregoing.

                         3 OWNERSHIP/PROPRIETARY RIGHTS

3.1 RSA Software Title.  Except for the limited  licenses  expressly  granted in
Section  2.1 and as  further  limited  by  Section  2.2,  RSA  does  not by this
Agreement  grant You any right,  title or  ownership  interest  in or to the RSA
Software or in any related  patents,  trademarks,  copyrights or  proprietary or
trade  secret  rights.  Similarly,  RSA  receives no right,  title or  ownership
interest in any of Your products by way of this Agreement.

3.2 RSA  Copyright  Notices.  You  agree not to  remove,  alter or  destroy  any
proprietary, trademark or copyright markings or notices placed upon or contained
within the RSA Software, User Manuals or any related materials or documentation.



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OEM Service Provider License Agreement                                [RSA LOGO]
RSA Data Security, Inc.                                       RSA Data Security


You further agree to insert and maintain  within every Licensed  Product and any
related materials or documentation a copyright notice in Your name.

3.3  Trademarks.  Except as provided in Section 6.1, You shall acquire no rights
of any kind in or to any RSA trademark,  trade name, logo or product designation
under which the RSA  Software  was or is marketed  and shall not make any use of
the same for any reason  except as  expressly  authorized  by this  Agreement or
otherwise authorized in writing by RSA. You shall cease to use the markings,  or
any similar  markings,  in any manner on the expiration or other  termination of
this Agreement.

                                 4 LICENSE FEES

4.1 License Fees. In  consideration  of RSA's granting You the license rights in
this  Agreement,  You agree to pay RSA the license fees and  on-going  royalties
(collectively,  "License  Fees")  set  forth  in the  "License/Product  Schedule
Exhibit" attached hereto.

4.2 Terms of  Payment-General.  License Fees due RSA hereunder  shall be paid to
the  attention of the Software  Licensing  Department at RSA's address set forth
above.  Payment  of all  License  Fees  shall be made in  lawful  United  States
currency  and shall in no case be  refundable.  A late  payment  penalty  on any
License Fees not paid when due shall be assessed at the rate of one percent (1%)
per thirty (30) days, beginning on the thirty-first (31st) day after the delayed
payment was due. All taxes,  duties, fees and other governmental  charges of any
kind  (including  sales and use taxes,  but  excluding  taxes based on the gross
revenues  or net income of RSA) which are imposed by or under the  authority  of
any government or any political  subdivision  thereof on the License Fees or any
aspect of this  Agreement  shall be borne by You and shall not be  considered  a
part of, a deduction from, or an offset against License Fees.

4.3  Licenses  with  Ongoing  Royalties.  In the event You have  elected  to pay
License  Fees  based  on  ongoing  royalties,   as  indicated  on  the  attached
"License/Product  Schedule  Exhibit," You agree to pay the prepaid  License Fees
and ongoing royalties as described therein and in accordance with the following:

     4.3.1  Prepayments and Ongoing Royalty  Payment.  All prepaid  license fees
     ("Prepayments")  may be offset against on-going royalties accrued until the
     Prepayments are exhausted. You shall show the application of Prepayments in
     the licensing  reports  provided to RSA pursuant to Section 4.3.2.  Ongoing
     royalties  shall be paid on or before  the  thirtieth  (30th) day after the
     close of the calendar quarter during which such royalties accrued. On-going
     royalties  shall accrue with respect to the Licensed  Service upon the date
     of invoice of the  Licensed  Service  to an End User  Customer  or the date
     payment  therefor was first payable to You,  whichever occurs first. To the
     extent the License Fees described in the "License/Product Schedule Exhibit"
     are based on Service Revenue.  "Service  Revenue" means the gross amount of
     all cash, in-kind or other  consideration  receivable by You at any time in
     consideration   of  providing  the  Licensed   Service,   whether  as  use,
     transaction, subscription, or service fees based on or involving the use of
     the Licensed Service.  For the purposes of determining Service Revenue, the
     amount of in-kind or other non-cash  consideration  receivable by You shall
     be deemed to have a dollar value equal to the standard  price (as listed in
     Your  published  price  schedule  on the date of the  Licensed  Service  is
     provided) for such Licensed Service, less all cash paid.

     4.3.2   Licensing  Report  and  Records.  You agree to provide to RSA on or
     before the thirtieth  (30th) day after the close of each  calendar  quarter
     during the term of this Agreement  (even if no royalty amounts have accrued
     or are to be paid in such  period) a report in  reasonable  detail  setting
     forth  the  calculation  of  License  Fees due  hereunder  and  signed by a
     responsible  officer. The report shall include, at a minimum, the following
     information  with respect to the relevant  quarter:  (i) the total  Service
     Revenue  accrued;  (ii) the  relevant  royalty  rate applied to the Service
     Revenue;  (iii) credit taken  against any  Prepayments;  and (iv) the total
     License Fees  payable.  Whether or not You have elected to pay License Fees
     based on  ongoing  royalties,  You  agree to  maintain  reasonable  records
     relating to the Licensed Products  distributed.  Licensed Services provided
     and License Fees accrued and paid for a period of five (5) years  following
     the relevant dates. RSA shall have the right, at its sole cost and expense,
     to have an independent  certified public  accountant  conduct during normal
     business hours (but not more than once in any twelve (12)-month  period) an
     audit  of  Your  records  to  verify  compliance  with  the  terms  of this
     Agreement.  In the event such an audit discloses a discrepancy  between the
     amounts owed and the License Fees  actually  paid,  You will be invoiced or
     credited  for  any  future  amounts  owed  by You,  as  applicable.  If any
     deficiency  in License  Fees paid  exceeds five percent (5%) of the License
     Fees  reported  by You for any  period,  You  agree  to pay the  reasonable
     expenses associated with such audit, in addition to the deficiency.



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OEM Service Provider License Agreement                                [RSA LOGO]
RSA Data Security, Inc.                                       RSA Data Security


     4.3.3 Evaluation Copies. You may deliver copies of Client Licensed Products
     whose  distribution  is not  prohibited  in the  attached  "License/Product
     Schedule  Exhibit" to  prospective  End User Customers on a trial basis for
     evaluation  purposes only (each,  an  "Evaluation  Copy").  No License Fees
     shall be reportable or payable with respect to Evaluation Copies unless and
     until (i) the Licensed  Service is activated  using the  applicable  Client
     Licensed  Product,  (ii) the End User  Customer pays for or is invoiced for
     the Licensed  Service,  or (iii) the End User  Customer's use of Evaluation
     Copy, for any reason,  continues  beyond sixty (60) days,  whichever occurs
     first.

4.4 Maintenance and Support Service.  You may elect to receive Updates and other
support  services  for the RSA  Software  licensed  hereunder  under a  separate
maintenance and support  agreement by executing such an agreement and paying the
applicable  fee. All Updates  provided to You pursuant to such  maintenance  and
support  agreement shall constitute  licensed RSA Software under this Agreement,
and such Updates shall be governed by the terms hereof.

                               5 LIMITED WARRANTY

5.1 Limited Warranty. During the initial ninety (90)-day term of this Agreement,
RSA warrants that the RSA Software will operate in material conformance to RSA's
published specifications for the RSA Software. RSA does not warrant that the RSA
Software or any portion thereof is error-free.  Your exclusive remedy, and RSA's
entire liability, shall be correction of any warranted nonconformity as provided
in Section 5.2. This limited warranty and any obligations of RSA hereunder shall
not apply to nonconformities caused by any unauthorized modification made to the
RSA Software.

5.2 Error  Correction.  In the event You  discover an error in the RSA  Software
which causes the RSA Software  not to operate in material  conformance  to RSA's
published  specifications  therefor,  You shall  submit to RSA a written  report
describing  such  error in  sufficient  detail to permit RSA to  reproduce  such
error.  Upon receipt of any such  written  report,  RSA will use its  reasonable
business  judgment  to  classify  a  reported  error as  either:  (i) a "Level 1
Severity"  error,  meaning an error  that  causes  the RSA  Software  to fail to
operate in a material manner or to produce materially  incorrect results and for
which there is no workaround or only a difficult workaround;  or (ii) a "Level 2
Severity"  error,  meaning an error that  produces a situation  in which the RSA
Software is usable but does not function in the most  convenient or  expeditious
manner, and the use or value of the RSA Software suffers no material impact. RSA
will  acknowledge  receipt of a conforming  error report within two (2) business
days and will use its  reasonable  efforts to: (A) provide a correction  for any
Level 1  Severity  error to You as  early  as  practicable,  and (B)  include  a
correction  for any  Level 2  Severity  error  in the  next  release  of the RSA
Software.

5.3 DISCLAIMER. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN THIS SECTION
5, THE RSA  SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY  WARRANTY  WHATSOEVER.  RSA
DISCLAIMS  ALL  WARRANTIES,  EXPRESS,  IMPLIED  OR  STATUTORY,  AS TO ANY MATTER
WHATSOEVER,  INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY,  FITNESS FOR A
PARTICULAR  PURPOSE AND  NON-INFRINGEMENT  OF THIRD PARTY RIGHTS.  YOU SHALL NOT
(AND SHALL TAKE ALL MEASURES  NECESSARY TO INSURE THAT YOUR AGENTS AND EMPLOYEES
DO NOT) MAKE OR PASS THROUGH ANY  WARRANTY ON BEHALF OF RSA TO ANY  DISTRIBUTOR,
END USER CUSTOMER OR OTHER THIRD PARTY.

                         6 YOUR ADDITIONAL OBLIGATIONS

6.1 Use of "RSA Seal". You agree to insert and maintain within Licensed Products
and marketing materials,  for the Licensed Products and Licensed Service, in the
manner  described  in this  Section,  the "RSA  Secure"  seal (the  "RSA  Seal")
depicted in the "Logo Usage  Guide,"  which shall be delivered to You within ten
(10) days of execution of this  Agreement.  You shall ensure  display of the RSA
Seal within any Licensed  Product such that users thereof are exposed to the RSA
Seal during normal operation of such Licensed Product as follows:  In a software
Licensed  Product,  the RSA Seal shall be  featured in such  Licensed  Product's
startup splash screen and within any security-related  dialog windows visible in
the normal  operation  of the  product  (e.g.,  password  dialog  window).  In a
hardware  Licensed  Product,  the RSA Seal shall be visible on the panel of such
Licensed  Product most normally viewed by the user. You agree to include the RSA
Seal within related marketing materials including but not limited to printed and
electronic data sheets,  direct mail, user documentation,  product packaging and
advertisements for the Licensed Products and Licensed Service.

6.2 Representations  Regarding RSA Software.  You are authorized to represent to
Distributors  and End User  Customers  only such facts about the RSA Software as
RSA states in its published  product  descriptions,  advertising and promotional
materials  or as  may be  stated  in  other  non-confidential  written  material
furnished by RSA.



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OEM Service Provider License Agreement                                [RSA LOGO]
RSA Data Security, Inc.                                       RSA Data Security


6.3  Customer  Support.  You  agree  that  all  support,  if  any,  provided  to
Distributors  and End  User  Customers  of  Licensed  Service  shall  be at Your
expense.

6.4  License  Agreements.  You agree to use with each  Distributor  and End User
Customer  receiving a Client  Licensed  Product a license  agreement which shall
contain,  at a minimum,  substantially  all of the limitations of rights and the
protections  for RSA which are  contained in Sections 2.2, 3.2, 3.3, 8, 11.6 and
11.7 of this Agreement.  You agree to use Your reasonable efforts to enforce the
terms of such agreements.

                               7 CONFIDENTIALITY

The parties agree to treat as  confidential  the terms of this Agreement and any
License  Fee or  accounting  information  provided  by one party to the other in
performance  hereof,  and the parties agree to use their  reasonable  efforts to
prevent  disclosure  thereof to any third party  except  with the prior  written
consent  of  the  other  party,  or as  required  by  law.  This  obligation  of
confidentiality  shall extend for a period of three years following  termination
or  expiration  of  this  Agreement.   Notwithstanding  the  generality  of  the
foregoing,  either party may disclose the existence of this Agreement,  and that
You are an OEM of the RSA  Software  and  that any  publicly-announced  Licensed
Service incorporates the RSA Software.

                           8 LIMITATION OF LIABILITY

IN NO EVENT  WILL  EITHER  PARTY BE  LIABLE TO THE  OTHER  PARTY  FOR  INDIRECT,
INCIDENTAL,  SPECIAL,  CONSEQUENTIAL  OR  EXEMPLARY  DAMAGES  ARISING  OUT OF OR
RELATED TO THIS AGREEMENT,  INCLUDING BUT NOT LIMITED TO, LOST PROFITS, BUSINESS
INTERRUPTION  OR LOSS OF  BUSINESS  INFORMATION,  EVEN IF SUCH  PARTY  HAS  BEEN
ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES.  REGARDLESS OF THE CAUSE OR FORM OF
ACTION,  NEITHER PARTY'S  AGGREGATE  LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT  SHALL EXCEED THE TOTAL AMOUNTS  PAYABLE BY YOU HEREUNDER,  EXCEPT FOR
RSA'S  LIABILITY  ARISING  UNDER  SECTION  9 AND YOUR  LIABILITY  ARISING  UNDER
SECTIONS 2 AND 9 OF THIS AGREEMENT.

                       9 INTELLECTUAL PROPERTY INDEMNITY

9.1 Duty to Defend. RSA agrees that it shall, at its own expense,  defend, or at
its option  settle,  any action  instituted  against  You,  and pay any award or
damages assessed against You or agreed by RSA to be paid in settlement resulting
from  such  action,  insofar  as the  same is  based  upon a claim  that any RSA
Software  used in  accordance  with the terms of this  Agreement  infringes  any
United States copyright,  trade secret,  patent or a claim that RSA has no right
to license the RSA Software  hereunder,  provided  that You give RSA: (i) prompt
notice in  writing  of such  action,  (ii) the right to  control  and direct the
investigation,  preparation,  defense and  settlement  of the action;  and (iii)
reasonable assistance and information.

9.2 RSA Options.  If such an action is made or RSA reasonably  determines in its
discretion  that such a claim is likely to be made, RSA shall have the option to
(i)  obtain  the  right for you to  continue  use of the RSA  Software;  or (ii)
replace  or modify  the RSA  Software,  so that it is no longer  infringing  but
functionally equivalent. If RSA determines that neither of these alternatives is
reasonably available,  RSA shall have the option to refund the License Fees paid
by You hereunder less  depreciation for use assuming  straight line depreciation
over a five (5)-year useful life and terminate this Agreement.

9.3 Claims for which RSA is Not Responsible.  Notwithstanding the foregoing, RSA
shall have no liability under this Section 9 if the alleged  infringement arises
from (i) the use of other than the current unaltered release of the RSA Software
or other than in the manner  specified in the relevant User Manual,  or (ii) the
combination of the RSA Software with other equipment or software not provided by
RSA, if such action would have been avoided but for such use or combination. You
agree that You shall,  at Your expense,  defend,  or at Your option settle,  and
hold RSA harmless  from any action  instituted  against RSA  resulting  from any
infringement claim based upon either of the foregoing.

9.4  Exclusive  Remedy.   NOTWITHSTANDING  ANYTHING  TO  THE  CONTRARY  IN  THIS
AGREEMENT, THE FOREGOING STATES RSA'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY
FOR PROPRIETARY RIGHTS INFRINGEMENT.



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OEM Service Provider License Agreement                                [RSA LOGO]
RSA Data Security, Inc.                                       RSA Data Security


                            10 TERM AND TERMINATION

10.1 Term.  This Agreement shall be effective as of the Effective Date and shall
continue in full force and effect unless and until sooner terminated pursuant to
the terms of this Agreement.

10.2 Termination.  Either party shall be entitled to terminate this Agreement at
any time on written  notice to the other in the event of a  material  default by
the other  party and a failure  to cure such  default  within a period of thirty
(30) days  following  receipt of written  notice  specifying  that a default has
occurred.  The  parties  acknowledge  and agree that You may at any time  delay,
interrupt or cease use of the RSA Software, but this Agreement shall continue in
full force,  including any obligations to make quarterly reports.  You may elect
to  terminate  this  Agreement  upon ninety (90) days  written  notice and it is
expressly   understood  that  such  termination   shall  not  discharge  payment
obligations accrued as of the date of such termination,  even if such obligation
is payable after the termination date, or entitle You to a refund of any amounts
previously paid to RSA.

10.3  Insolvency.  Upon (i) the  institution  of any  proceedings  by or against
either  party  seeking  relief,  reorganization  or  arrangement  under any laws
relating to insolvency,  which  proceedings are not dismissed  within sixty (60)
days; (ii) the assignment for the benefit of creditors,  or the appointment of a
receiver, liquidator or trustee, of any of either party's property or assets; or
(iii) the  liquidation,  dissolution or winding up of either  party's  business;
then and in any such events this Agreement may  immediately be terminated by the
other party upon written notice.

10.4 Effect of Termination.  Upon the  termination of this Agreement,  You shall
cease making  copies of, using or licensing  the RSA  Software,  User Manual and
Licensed Products. You shall destroy all copies of the RSA Software, User Manual
and Licensed  Products in Your  possession  or control and all  information  and
documentation provided by RSA to You.

10.5  Survival of Certain  Terms.  The  following  provisions  shall survive any
expiration or termination of this Agreement:  2.2, 3, 4.3.2, 5.3, 8, 9, 10.5 and
11.

                          11 MISCELLANEOUS PROVISIONS

11.1  Governing Law and  Jurisdiction.  This  Agreement  will be governed by and
construed in accordance  with the laws of the State of California,  irrespective
of its choice of law  principles.  All  disputes  arising out of this  Agreement
shall exclusively be brought in the California State Courts or the United States
District Court for the Northern  District of California.  The parties agree that
the United Nations  Convention on Contracts for the International  Sale of Goods
shall not apply to this Agreement.

11.2  Assignability.  This  Agreement  is  personal  to  You  and  shall  not be
assignable by You, by operation of law or  otherwise,  without the prior written
consent of RSA, which may be withheld if You seek to assign this Agreement to an
assignee  who: (i) is not  creditworthy,  (ii) is a direct  competitor of RSA or
RSA's parent company,  Security Dynamics  Technology Inc. ("SDTI"),  (iii) is an
infringer of RSA's or SDTI's intellectual property or an opponent of RSA or SDTI
in litigation,  arbitration or a similar  proceeding,  or (iv) if the assignment
has a material  adverse  economic  impact on RSA or SDTI.  RSA may  withhold its
consent to the  assignment of this  Agreement,  at its sole  discretion,  if the
Agreement  provides  for paid-up  License  Fees.  Any  purported  assignment  or
delegation without RSA's written consent shall be void and of no effect.

11.3 Entire  Agreement.  This Agreement and any exhibits or  attachments  hereto
constitute  the entire  understanding  and agreement of the parties  hereto with
respect  to  the   subject   matter   hereof  and   supersedes   all  prior  and
contemporaneous  agreements,  representations  and  understandings  between  the
parties  regarding  the subject  matter  hereof.  Any term or  provision of this
Agreement may be amended,  and the  observance of any term of this Agreement may
be waived,  only by a writing signed by the party to be bound.  If any provision
of this Agreement is found to be invalid or unenforceable,  such provision shall
be severed  from the  Agreement  and the  remainder of this  Agreement  shall be
interpreted so as best to reasonably effect the intent of the parties hereto.

11.4 Remedies Non-Exclusive.  Except as otherwise expressly provided, any remedy
provided for in this Agreement is deemed  cumulative with, and not exclusive of,
any other remedy provided for in this Agreement or otherwise available at law



crypto_oem.doc, revised May 18, 1999                 crypto_oem.dot, Page 6 of 7
<PAGE>

OEM Service Provider License Agreement                                [RSA LOGO]
RSA Data Security, Inc.                                       RSA Data Security


or in equity.  The  exercise  by a party of any remedy  shall not  preclude  the
exercise by such party of any other remedy. Should suit be brought to enforce or
interpret any part of this Agreement,  the prevailing party shall be entitled to
recover,  as an  element  of the  costs of suit and not as  damages,  reasonable
attorneys' fees to be fixed by the court (including without  limitation,  costs,
expenses and fees on any appeal).

11.5  Notices.  Any notice,  demand,  or request with respect to this  Agreement
shall be in writing and shall be  effective  only if it is  delivered by hand or
mailed, certified or registered mail, postage prepaid, return receipt requested,
addressed to the appropriate party at its address set forth on page 1. Notice to
RSA shall be addressed to "RSA Legal Department." Such  communications  shall be
effective when they are received by the  addressee;  but if sent by certified or
registered mail in the manner set forth above, they shall be effective not later
than ten (10) days after being  deposited in the mail.  Any party may change its
address  for  such  communications  by  giving  notice  to the  other  party  in
conformity with this Section.

11.6     Export Compliance and Foreign Reshipment Liability.
THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY EXPORT LAWS, REGULATIONS, ORDERS
OR OTHER  RESTRICTIONS  IMPOSED BY THE UNITED  STATES OF AMERICA OR BY ANY OTHER
GOVERNMENT  ENTITY ON THE RSA  SOFTWARE OR LICENSED  PRODUCTS OR OF  INFORMATION
RELATING TO EITHER OF THE FOREGOING.  NOTWITHSTANDING ANY OTHER PROVISION TO THE
CONTRARY, YOU SHALL NOT IMPORT, EXPORT, OR REEXPORT, DIRECTLY OR INDIRECTLY, ANY
RSA  SOFTWARE OR  LICENSED  PRODUCTS OR  INFORMATION  PERTAINING  THERETO TO ANY
COUNTRY TO WHICH SUCH IMPORT,  EXPORT,  OR REEXPORT IS RESTRICTED OR PROHIBITED,
OR AS TO WHICH SUCH GOVERNMENT OR ANY AGENCY THEREOF  REQUIRES AN EXPORT LICENSE
OR OTHER  GOVERNMENTAL  APPROVAL  AT THE TIME OF  IMPORT,  EXPORT,  OR  REEXPORT
WITHOUT FIRST OBTAINING SUCH LICENSE OR APPROVAL.

11.7 Federal Government License.  You and each of Your Distributors shall in all
proposals and agreements with the United States  government or any contractor of
the  United  States  government  identify  and  license  the  Licensed  Product,
including the RSA Software incorporated therein, as follows: (i) for acquisition
by or on behalf of civilian  agencies,  as  necessary  to obtain  protection  as
"commercial computer software" and related  documentation in accordance with the
terms of Your or such Distributor's customary license, as specified in 48 C.F.R.
12.212 of the Federal Acquisition Regulations and its successor regulations;  or
(ii) for  acquisition by or on behalf of the units of the Department of Defense,
as necessary to obtain protection as "commercial  computer  software" as defined
in 48 C.F.R. 252.227-7014(a)(1) of the Department of Defense Federal Acquisition
Regulation  Supplement (DFARS) and related  documentation in accordance with the
terms of Your or such Distributor's customary license, as specified in 48 C.F.R.
227.7201.1 of DFARS and its successor regulations.


IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the date of
the last signature below.

ENTERPRISE NAME:  POPstar Communications    RSA DATA SECURITY, INC.
                  Canada Corp.


By:            /s/ John McDermott           By:           /s/ Hedy T. Breakfield


Printed Name:  John McDermott               Printed Name: Hedy T. Breakfield

Title:         President                    Title:        VP, Finance & Admin.

Date:          Sept. 29/99                  Date:         9/30/99