INTERNET LICENSE AGREEMENT
This agreement is made effective _____________, 200_ by and between PC QUOTE CANADA, INC. (hereinafter referred to as "PCQ"), an Ontario Corporation with its principal place of business at 44 Victoria St., Suite 1320 , Toronto, Ontario M5C 1Y2 and

______________________________________________________________

(hereinafter referred to as "CUSTOMER") with its principal place of business at

______________________________________________________________
This agreement shall apply to said CUSTOMER and all of its subsidiaries and related companies.

WITNESSETH:

WHEREAS PCQ provides a service (hereinafter referred to as the "SERVICE") consisting of its software (hereinafter referred to as the "LICENSED SOFTWARE"), with information obtained, selected and consolidated under the authority of various agencies as listed in Section 6 of this Agreement (hereinafter referred to as the "DATAFEED"); and WHEREAS CUSTOMER desires to utilize LICENSED SOFTWARE for the purpose of deriving from the DATAFEED certain information for internal use only;

NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, CUSTOMER and PCQ hereby agree to the following:

1. Licensed Software and the DATAFEED

A. The LICENSED SOFTWARE includes the PC Quote modules and applications, currently referred to as PCW 6.0© for Windows. As new modules and applications become available, or existing modules and applications are enhanced, these too will be made available to CUSTOMER.

B. The DATAFEED will be transmitted over the Internet utilizing the TCP/IP platform. The DATAFEED includes financial market information obtained by PCQ from the institutions and exchanges listed in Section 6 of this Agreement. This market data information includes stock quotes, options trading, and other related information. PCQ will consolidate, update and transmit the DATAFEED to CUSTOMER on a continuous basis as the information becomes available from the various information sources, including, but not limited to, the time in which the various institutions and exchanges being reported on are open for trading.

2. Software License Agreement

A. PCQ agrees to grant and CUSTOMER agrees to accept on the following terms and conditions, a non-transferable and non-exclusive license to use the PCQ DATAFEED in conjunction with the LICENSED SOFTWARE for internal purposes.

B. PCQ shall retain title and all copyrights or proprietary rights to the LICENSED SOFTWARE provided to CUSTOMER pursuant to this Agreement. CUSTOMER shall have a non-exclusive license only to use the LICENSED SOFTWARE with the DATAFEED.

C. CUSTOMER may not transfer, sub-license, modify, re-sell, redistribute or provide the LICENSED SOFTWARE and DATAFEED for any external use, including providing the PCQ Service to CUSTOMER’S clients, or providing the Service to any third parties.

3. Term

A. The initial term of this License Agreement shall be one (1) year from the effective date of this Agreement. The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement. Neither PCQ nor CUSTOMER shall terminate or alter this Agreement except as stated herein.

B. At the conclusion of the initial term, this entire Agreement shall automatically renew itself for additional one (1) year terms  unless either party sends notice at least ninety (90) days before the one year anniversary of the effective date of this Agreement. Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above. Said termination will be effective as of the last day of the month in which this anniversary occurs.

C. Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.

4. Services Provided

A. PCQ shall deliver the DATAFEED to CUSTOMER 24 hours a day, 7 days a week on a continual basis.

B. PCQ will provide technical support for its products provided to CUSTOMER. However, PCQ will in no way be responsible for any services issues related to CUSTOMER’S Internet Service Provider, or any Internet technical difficulties out of PCQ’S control.

5. Payment For Service

A. Beginning with the date specified on the fee schedules attached hereto as Schedule A, or upon completion of the installation and testing of all equipment and services, which ever is later, CUSTOMER will commence payment of a monthly fee for the right to receive information derived by CUSTOMER from the use of LICENSED SOFTWARE with the DATAFEED.

B. The charges for the services set forth in this Agreement shall be invoiced monthly. CUSTOMER agrees to pay said charges within thirty (30) days of the monthly invoice date. CUSTOMER may issue a purchase order for billing purposes. The invoices must reference that purchase order number and be sent to the "Bill To" address stated on the purchase order. The terms of this negotiated Agreement shall supercede those contained on that purchase order.

All payments will be made in CDN Dollars drawn on a CDN Bank. CUSTOMER will provide a complete list of all clients using the format described in Schedule B with each payment.

Any payments which have not been received by PCQ within thirty (30) days of the invoice date shall be subject to a FINANCE CHARGE of 1.5% per month which is a corresponding ANNUAL PERCENTAGE RATE of 18% on the outstanding balance.

D. Any invoice submitted by PCQ shall be deemed correct unless CUSTOMER advises PCQ in writing, within thirty (30) days of the receipt of the invoice, that it disagrees with the invoice and specifies the nature of the disagreement.

E. Any sales, use, excise, value added and local property taxes will be payable by CUSTOMER should such taxes be applicable.

F. In the event that any invoice is not paid by CUSTOMER within forty-five (45) days after receipt, and when no discrepancy issues have been identified by CUSTOMER which are in some stage of resolution, after giving notice to CUSTOMER, PCQ may terminate this agreement and CUSTOMER'S access to and use of LICENSED SOFTWARE and DATAFEED provided hereunder unless CUSTOMER pays such invoice prior to the termination date specified in the Termination Notice. The remedies contained herein are cumulative and are in addition to all other rights and remedies available to PCQ under this Agreement, by operation of law, or otherwise.

G. Upon termination as provided for in this Agreement, CUSTOMER will pay all charges for services and fees for the entire month in which that termination becomes effective.

6. Exchange Authorization

A. The CUSTOMER hereby acknowledges and agrees that the DATAFEED provided under this Agreement contains market information obtained, selected and consolidated by PCQ under the authority of various agencies, including but not limited to, the New York Stock Exchange, American Stock Exchange, Pacific Stock Exchange, Midwest Stock Exchange, Chicago Board Options Exchange, the Options Price Reporting Authority, the Consolidated Tape Association, Chicago Board of Trade, Chicago Mercantile Exchange/International Monetary Market, Kansas City Board of Trade, Minneapolis Grain Exchange, Commodities Exchange Center, New York Futures Exchange, Mid-America Commodity Exchange, and Consolidated Canadian Group and that the CUSTOMER' use of the service for internal or external redistribution of data is authorized and regulated by said agencies.

B. CUSTOMER hereby acknowledges that the market data information provided in the PCQ DATAFEED is the property of the various exchanges and other information providers and therefore subject to modifications from the sources. PCQ agrees to give CUSTOMER thirty days notice prior to any change imposed by an information provider which substantially effects CUSTOMER.

7. Limitations Of Liability, Remedies On Default

A. The information and data used in the DATAFEED and LICENSED SOFTWARE provided under this Agreement, including option prices, stock prices, commodity prices, dividends, dividend dates, volatility's, deltas and other variables, are obtained by PCQ from the various exchanges and other sources which are believed to be reliable and PCQ agrees to run reasonable control checks thereon to verify that the data transmitted by PCQ is the same as the data received from the various exchanges and other sources. However, PCQ shall not be subject to liability for truth, accuracy, or completeness of the information received by PCQ from the various exchanges and other sources and conveyed to CUSTOMER or for errors, mistakes or omissions therein or for any delays or interruptions of the DATAFEED or LICENSED SOFTWARE from whatever cause. This agreement does not violate any agency requirements and PCQ has the right to enter into this agreement from its information providers.

B. PCQ shall not be responsible for, nor be in default under this Agreement due to delays or failure of performance resulting from Internet Service Provider delivery problems or failure, or any communication or delivery problems associated with the Internet in general. Furthermore, PCQ and CUSTOMER shall not be responsible for nor in default due to acts or causes beyond its control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters. Should such an occurrence render the DATAFEED or LICENSED SOFTWARE inoperable or unavailable for a period over ten (10) days, then CUSTOMER shall have the right to discount their billing in proportion to the delay.

C. LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES, INCLUDING, BUT NOT LIMITED TO, PROGRAM MALFUNCTION OR OPERATIONAL NEGLIGENCE, SHALL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL CHARGES PAID BY CUSTOMER FOR THE SERVICES DURING THE MOST RECENT TWELVE (12) MONTHS OF THE AGREEMENT. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR CUSTOMER'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR CUSTOMER, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR CUSTOMER'S SOLE REMEDY. IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR LOST PROFITS OR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH CUSTOMER OR PCQ INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF PCQ OR CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Exclusion Of Warranties

It is expressly understood and agreed to by the parties hereto that EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.

9. Confidentiality of Proprietary Information

A. CUSTOMER understands and acknowledges the proprietary nature of the DATAFEED and LICENSED SOFTWARE provided by PCQ and that said DATAFEED and LICENSED SOFTWARE have been developed as a trade secret of PCQ and at its expense. CUSTOMER agrees to hold said information in the same manner as CUSTOMER deals with its own proprietary information and trade secrets. Furthermore, CUSTOMER agrees not to attempt any reverse engineering of the DATAFEED to decode the signals used by PCQ in transmitting the information.

B. PCQ understands the proprietary nature of any information belonging to CUSTOMER and recognizes the harm that can be occasioned to user by disclosure of information relative to CUSTOMER'S activities. PCQ agrees to hold such information in the same manner as PCQ deals with its own proprietary information and trade secrets.

C. PCQ acknowledges the confidential nature of CUSTOMER'S use of the LICENSED SOFTWARE and DATAFEED during the initial term of this agreement. Due to the unannounced platform on which CUSTOMER shall make available its electronic service to its client during this initial term, PCQ shall in no way disclose to other parties the substance nor acknowledge the existence of this agreement. Any advertising or disclosure of the relationship between the parties, use of either, marks, names or reference by the other shall be approved by both parties prior to release.

10. Indemnification

A. CUSTOMER hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:

1. Any and all claims, liabilities, and obligations claimed by any third party or parties against PCQ and arising directly out of CUSTOMER'S use of the Service.

2. Any and all claims, liabilities, or obligations resulting from CUSTOMER'S misrepresentations, negligence, willful misconduct, breach of warranty or non-performance of any of the covenants or obligations under this Agreement or from any misrepresentations or omissions made by CUSTOMER to PCQ including specifically, but not limited to, any authority required of CUSTOMER pursuant to Section 6 hereof.

B. Such Indemnification by CUSTOMER shall only be effective if the claim, liability or obligation claimed by the third party is in no way related to PCQ'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.

C. PCQ hereby agrees to defend, indemnify and hold CUSTOMER harmless, including reasonable attorney's fees, from and against any claim that the LICENSED SOFTWARE or DATAFEED infringes on the patent, copyright or other proprietary rights of another, including any and all claims, liabilities, or obligations resulting from PCQ'S negligence, willful misconduct, misrepresentations, breach of warranty or non-performance of any of the convenants or obligations under this Agreement.

D. Such Indemnification by PCQ shall only be effective if:

1. The claim, liability or obligation claimed by the third party is in no way related to CUSTOMER'S negligence, willful misconduct or failure to perform any of its obligations under this Agreement.

2. CUSTOMER notifies PCQ promptly in writing of any claim or threatened claim against CUSTOMER and thereafter cooperates with PCQ so that PCQ will not be prejudiced in the defense, settlement or other handling thereof and CUSTOMER permits PCQ, at PCQ'S option and expense, to control the defense, settlement or other handling of such claim.

11. Assignment

This Agreement or any rights or obligations granted hereunder may not be assigned by CUSTOMER without the prior written consent of PCQ.

12. Applicable Law and Venue

This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the Province of Ontario, except with regards to its rules regarding choice of law. Each party irrevocably consents to the jurisdiction of the courts of the Province of Ontario and the federal courts situated in the Province of Ontario, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.

13. Severability and Survival

A. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

B. The provisions dealing with indemnification and confidentiality and any other section of this Agreement, unless specifically stated otherwise, which may reasonably be interpreted or construed as surviving the completion, expiration, termination or cancellation of this Agreement, shall survive the completion, expiration, termination or cancellation of this Agreement.

14. Miscellaneous Provisions

A. The parties to this Agreement are independent contractors with requisite corporate power and authority to enter into this Agreement and carry out the transactions contemplated hereby. Neither party is a CUSTOMER or representative of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party.

B. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes, (i) on the delivery date if delivered personally to the party to whom the same is directed, or (ii) three business days after the mailing date, whether or not actually received, if sent by registered CDN. mail postage and charges prepaid, to the address of the party to whom the same is directed as set forth in the introductory paragraph of this Agreement. Either party may change its address specified above by giving the other party notice of such change in accordance with this Section 14 B.

All notices delivered to CUSTOMER shall be delivered to the address above, attention:

_________________________

C. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision of right in that or any other instance; rather, the same shall be and remain in full force and effect.

15. Entire Agreement

A. As used herein, the term "Agreement" includes any written amendments, modifications or supplements made in accordance herewith.

B. CUSTOMER and PCQ acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms and further acknowledge and agree that it constitutes the entire agreement of the parties hereto and supersedes all other proposals, oral or written, and all other communications between the parties relating to the subject matter hereof and this Agreement may not be modified or terminated orally. No amendment to this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both parties.

IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement.

AGREED TO:

PC QUOTE CANADA, INC.			CUSTOMER
By:	______________________________		By:	______________________________
Name:	______________________________		Name:	______________________________
Title:	______________________________		Title:	______________________________
Date:	______________________________		Date:	______________________________