User authentication, including confidentiality, integrity over untrusted networks, is an important part of security for systems that allow remote access. Using human-memorable Password for remote user authentication is not easy due to the low entropy of the password, which constrained by the memory of the user. This paper presents a new password authentication and key agreement protocol suitable for authenticating users and exchanging keys over an insecure channel. The new protocol resists the dictionary attack and offers perfect forward secrecy, which means that revealing the password to an attacher does not help him obtain the session keys of past sessions against future compromises. Additionally user passwords are stored in a form that is not plaintext-equivalent to the password itself, so an attacker who captures the password database cannot use it directly to compromise security and gain immediate access to the server. It does not have to resort to a PKI or trusted third party such as a key server or arbitrator So no keys and certificates stored on the users computer. Further desirable properties are to minimize setup time by keeping the number of flows and the computation time. This is very useful in application which secure password authentication is required such as home banking through web, SSL, SET, IPSEC, telnet, ftp, and user mobile situation.