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This Subscription Service Agreement (“Agreement”), dated Month January February March April May June July August September October November December Day 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 , Year 2005 2006 2007 2008 2009 is 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

and whose email address is

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

A. The Licensed Software includes the PC Quote modules and applications described on the attached Schedule. 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 PQT from the institutions and exchanges listed in Section 7 of this Agreement. This market data includes information on stocks, options, commodities and other related information. PQT 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.

C. PQT agrees to grant and Customer agrees to accept on the following terms and conditions, a non-transferable and non-exclusive license to use the PQT Datafeed in conjunction with the Licensed Software for internal purposes.

D. PQT 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.

E. Customer may not transfer, sub-license, modify, re-sell, redistribute or provide the Licensed Software and Datafeed for any external use, including providing the PQT Service to Customer’s clients, or providing the Service to any third parties. Redistribution of data requires separate agreements, which may be obtained from PC Quote Canada Inc:

2. 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.

3. Subscription Options and Automatic Renewal Terms

A. Customer may choose from the following Subscription Options: i. Annual Prepaid Subscription: If applicable, Customer may structure the billing of his/her Account as an Annual Prepaid Subscription, in which Customer prepays all fees associated with the receipt of Services for twelve (12) consecutive months. All Annual Prepaid Subscription fees are nonrefundable, nontransferable and exclude Add-On Service fees and Data Provider fees. Add-On Service fees and Data Provider fees are billed on a monthly basis. Unless either party sends written notice at least sixty (60) days before the one year anniversary of the effective date of this Agreement, the Account will automatically convert to an Annual Prepaid Subscription, with fees to be collected in the same manner as the original payment. (See Section 4 for a discussion on payment.) ii  Annual Billed Monthly Subscription: If applicable, Customer may structure the billing of his/her Account as an Annual Billed Monthly Subscription, in which Customer pays monthly for the receipt of Services for a period of twelve (12) consecutive months. All Annual Billed Monthly Subscription fees are nonrefundable, nontransferable and exclude Add-On Service fees and Data Provider fees. Furthermore, fees for Services that Customer would have paid for the balance of the annual period will be charged to Customers who terminate their Accounts in the initial twelve-month Subscription Term. Add-On Service fees and Data Provider fees are billed on a monthly basis. At such time as the expiration of this Agreement, Customer’s Annual Billed Monthly Account with PQT shall automatically renew as an Annual Billed Monthly Subscription, unless either party sends written notice at least sixty (60) days before the one year anniversary of the effective date of this Agreement.

B. Notwithstanding the provisions of section A 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. Payment

A. In exchange for the Services requested by Customer in connection with Customer’s Account, Customer agrees to pay PQT the appropriate fees as listed on the attached Schedule of Services and Fees.

B. Beginning with the date specified on the Schedule of Services and Fees attached hereto as Schedule A, Customer will commence payment of a fee for the right to receive information derived by Customer from the use of Licensed Software with the Datafeed.

C. Statement cycles run from the first day of the month through the last day of the month. All monthly Subscription fees are due prior to the beginning of the next statement cycle. Customers who begin service after the beginning of a statement cycle will have fees prorated through the end of the month if Service begins prior to the 15^th. Service starting between the 16^th and the end of the month, inclusive, will be prorated through the end of the next statement cycle. Data Provider fees (e.g., Exchange fees and news services) are not prorated regardless of when service begins.

i.   Payment by Credit Card: By providing to PQT credit card information, Customer authorizes PQT to use said information for purposes of fulfilling Customer’s payment obligations under this Agreement. Customer further represents and warrants that (1) the credit card information provided to PQT (card number, expiration date and card-holder’s name) is valid in all respects and lawfully authorized for use, and that (2) such credit card belongs to Customer or has been authorized for use by Customer by the valid card-holder (“Customer’s Credit Card”). Upon expiration of the Customer’s Credit Card, Customer shall notify PQT of the new Credit Card expiration date and any other relevant new information pertaining to the new credit card. Failure to do so can result in temporary suspension of services and/or the accrual of penalty and late fees. In the event of the automatic renewal of this Agreement, Customer authorizes PQT to use the most current credit card information provided by Customer, unless a written addendum is signed by all parties authorized under this Agreement.

ii. Payment by Cheque or Money Order: Customers who structure their account as an Annual Subscription or an Annual Prepaid Subscription may pay, upon giving written notice to PQT, by cheque or money order. The charges for the Services set forth in this Agreement shall be invoiced monthly unless Customer prepays for the entire year. 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.

iii. Returned Cheque Charges: Customers whose checks are returned NSF shall be assessed a $25. 00 service charge.

D. For customers who are invoiced, any invoice which is not paid by Customer within forty-five (45) days after receipt, or for credit card customers who do not receive an invoice, fifteen (15) days and when no discrepancy issues have been identified by Customer which are in some stage of resolution, after giving notice to Customer as specified in Section 3, Subsection B of this Agreement, PQT 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 PQT under this Agreement, by operation of law, or otherwise.

E. For invoiced non-credit card-paying clients, any invoice submitted by PQT shall be deemed correct unless Customer advises PQT 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.

F. Any payments which have not been received by PQT 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.

G. Any sales, use, excise, value added or other taxes will be payable by Customer whether or not such taxes are included in the fees as listed on the Schedule of Services and Fees or assessed by the taxing authority to PQT or Subscriber.

5. Modification and Termination of service

A. Notwithstanding any provision in this Agreement, PQT reserves the right to terminate any Service, in full or in part, to Customer and/or to cancel this Agreement, in full or in part, at any time. Except in an event of Default (as defined and discussed below), and notwithstanding provisions in this Agreement to the contrary, upon termination, PQT shall refund to Customer any prepaid fees for which Customer has not received corresponding Services. The amount of such refund shall be prorated based upon the number of days of Services Customer has already received, assuming a thirty (30) day month. Other than for the refund of prepaid fees for Services not received, in the event of a termination by PQT, the Data Providers and PQT shall have no liability to Customer.

B. Modification of Service – Upgrade

i. Annual Prepaid Subscription: Annual Prepaid Subscription Customers may upgrade their Service at any time during the Statement cycle. The change in Service is effective upon execution by PQT. The balance for fees between the original Service and the new Service is due immediately, with fees prorated as discussed in Section 4, Subsection C

ii. Annual Billed Monthly Subscription: Annual Subscription Customers may upgrade their Service at any time during the Statement cycle. The change in Service is effective upon execution by PQT and applies for the duration of the Agreement. Fees for said upgrade are prorated as discussed in Section 4, Subsection C.

C. Modification of Service – Downgrade

i. Annual and Annual Prepaid Subscription: Annual and Annual Prepaid Subscription Customers may downgrade their Service at any time during the Statement cycle. The new Service and all applicable fees will become effective at the beginning of the next calendar month and will remain in effect until notice is given to PQT in writing to the contrary. Furthermore, Customer will be charged fifty percent (50%) of the fees for Services that Customer would have paid for the balance of the annual period.

D. Default: Customer shall be in Default under the terms of this Agreement upon the occurrence of any of the following events

i.   Customer fails to timely remit payment for any charge after the date on when it becomes past due.

ii. Any Data Provider revokes Customer’s right to receive the Information or directs PQT to discontinue Service  to Customer.

iii. Customer fails to comply with any of the terms and conditions of this Agreement.

E. In an event of Default, PQT may, at its option, terminate this Agreement and retain any prepaid subscription and other fees that Customer has paid to PQT; furthermore, PQT may seek any and all legal remedies available to PQT as a result of damages from Customer’s Default.

F. Upon termination of this Agreement, all unpaid charges, if any, shall become immediately due and payable. Customer authorizes PQT to apply any unpaid Account balance to any active PQT Account held by Customer at PQT’s discretion.

G. Termination by Customer: PQT shall continue to provide Customer’s Services from the date of activation through the effective date of termination, as discussed below. Pursuant to the notice requirements discussed below, Customer shall provide PQT with timely notice of termination. Notice of termination by Customer must be submitted to PQT in writing including the Customer’s name, phone number, User ID (or other identification about the Account) and reason for termination, by means of the following:

Mail: PC Quote Canada Inc. 44 Victoria St., Suite 1320, Toronto, ON M5C 1Y2 Attention: Account Maintenance

i.   Fax:(416) 214-5702

ii. E-Mail: pcqcan@idirect. com

H. Notice of Termination

I. Notice of Termination – Annual Subscription and Prepaid Subscription

i. For both prepaid annual and annual billed monthly subscriptions; PQT must receive notice of termination at least sixty (60) days prior to the expiration of the Agreement. (See section 3 for a discussion on automatic renewal.)

J. Partial Termination: If any of the Data Providers furnishing data discontinues transmission of data or ceases to furnish it in a manner which is compatible with PQT’s equipment, PQT may terminate as much of this Agreement as is affected by the discontinued data, without advance notice and without incurring any liability to Customer. Except in an event of Default, and notwithstanding provisions in this Agreement to the contrary, upon partial termination resulting from the actions of a Data Provider, PQT shall refund to Customer any prepaid fees for which Customer has not received corresponding Services. The amount of such refund shall be prorated based upon the number of days of Services Customer has already received, assuming a thirty (30) day month. Other than for the refund of prepaid fees for Services not received, in the event of partial termination, the Data Providers and PQT shall have no liability to Customer.

K. Pass-Through Fees and Termination of Service: If applicable, any fees that PQT collects and passes through to a third-party provider will not be refunded under any circumstances. These fees may include, but are not limited to, Exchange fees.

6. Data Providers Enforcement Right

A. Data Providers may enforce the Agreement against Customer by legal proceedings or other appropriate means.

7. Exchange Authorization

A. The Customer hereby acknowledges and agrees that the Datafeed provided under this Agreement contains market information obtained, selected and consolidated by PQT 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's use of the service is authorized and regulated by said agencies.

B. Customer agrees to complete all necessary paperwork and agreements designated by Data Providers prior to receiving Information from said Data Providers.

C. Customer hereby acknowledges that the market data information provided in the PQT Datafeed is the property of the various exchanges and other information providers and therefore subject to modifications from the sources. PQT agrees to give Customer thirty days notice prior to any change imposed by an information provider which substantially changes the data content provided to Customer.

8. Right to Audit

A. Customer hereby grants to PQT the right to audit Customer's use of the datafeed and Licensed Software, fo rcompliance with this agreement, at any time.

9. Access and Security

A. Customer accepts responsibility for the confidentiality and use of access number(s), account number(s) and user number for Customer’s access to and use of the Service. Customer accepts responsibility for all time used, and all Requests placed through or under Customer’s access number(s), user number and/or account number(s).

B. All Requests so received by PQT will be deemed to have been received from, and with the authorization of, Customer. All Requests shall be deemed to be made at the time received by PQT and in the form received.

C. 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 certified 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. PQT acknowledges the use of fax transmissions and electronic mail (E-mail) as written Requests. Customer acknowledges that these methods do not guarantee receipt, and Customer indemnifies PQT for liability from any charges caused by non-receipt of said Requests via said methods.

D. Customer agrees to notify PQT immediately if he/she becomes aware of any of the following:

i. Loss, theft or unauthorized use of Customer’s access number(s), and/or account number(s);

ii. Failure by Customer to receive an electronic message that a Request initiated by Customer has been received and/or executed by PQT;

iii. Failure by Customer to receive accurate, written confirmation of a Request or its execution within five (5) business days after entering the Request; or

iv. Receipt of written confirmation or electronic message of a Request which Customer did not place, or any similarly inaccurate or conflicting report or information.

10. Confidentiality of Proprietary Information

A. Customer understands and acknowledges the proprietary nature of the Datafeed and Licensed Software provided by PQT and that said Datafeed and Licensed Software have been developed as a trade secret of PQT 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 PQT in transmitting the information.

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

C. Customer further agrees not to use the Information or Services for any unlawful purpose and agrees to comply with reasonable requests by PQT to protect the respective rights of PQT and/or the Data Providers in the Information and the Services.

D. Unless Customer has entered into the appropriate multi-user Exchange and Subscription Agreements, Customer may not receive the Information or Services, nor any portion thereof, through more than one (1) personal computer or computer terminal. Customer explicitly agrees that he/she will not disseminate, broadcast,distribute or publish the Information or Services over a computer network, such as a local area network (LAN), wide area network (WAN), or any other network, unless Customer has entered into the appropriate multi-user Exchange and Service Subscription Agreements.

11. 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, volatilities, deltas and other variables, are obtained by PQT from the various exchanges and other sources which are believed to be reliable and PQT agrees to run reasonable control checks thereon to verify that the data transmitted by PQT is the same as the data received from the various exchanges and other sources. However, PQT shall not be subject to liability for truth, accuracy, or completeness of the information received by PQT 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 PQT has the right to enter into this agreement from its information providers.

B. PQT 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, PQT 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.

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 PQT or customer’s liability regardless of the form in which any legal or equitable action may be brought against PQT or customer, and the foregoing shall constitute PQT'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 PQT incur or experience on account of entering into or relying on this agreement, even if PQT or customer has been advised of the possibility of such damages.

12. Exclusion Of Warranties

A. 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.

13. Indemnification

A. Customer hereby agrees to defend, indemnify and hold harmless PQT, its employees, agents, successors and assigns, including reasonable attorney's fees, from and against any of the following: i. Any and all claims, liabilities, and obligations claimed by any third party or parties against PQT and arising directly out of Customer's use of the Service. ii. 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 PQT including specifically, but not limited to, any authority required of Customer pursuant to Section 7 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 PQT's negligence, willful misconduct or failure to perform any of its obligations under this Agreement.

C. PQT 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 PQT's negligence, willful misconduct, misrepresentations, breach of warranty or non-performance of any of the covenants or obligations under this Agreement.

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

i. 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.

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

14. Assignment

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

15. Applicable Law and Venue

A. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby. Failure of any party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. 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.

16. Entire Agreement.

A. This Agreement between Customer and PQT embodies the entire understanding between the parties and supercedes any and all prior representations and agreements, oral or written.

17. Survival

A. Sections nine, ten and eleven (9, 10 and 11) of this Agreement shall survive the termination of this Agreement and shall apply indefinitely.

18. Notice

A. Except as otherwise provided herein, all notices to be provided to PQT shall be provided in writing to:
PC Quote Canada Inc.
44 Victoria St., Suite 1320
Toronto ,ON

Attention: Account Maintenance

19. 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 comtemplated hereby. Neither party is a 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. All notices delivered to Customer shall be delivered to the e-mail address in the introductory paragraph of this Agreement and to the attention of the undersigned.

20. Entire Agreement

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

B. Customer and PQT 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.

C. No Customer-specific amendment to this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both parties. However, PQT reserves the right to make general policy changes. Customer will be notified via e-mail of said changes. (Customer agrees to indemnify PQT for any failure to receive said notification.)

PC QUOTE CANADA, INC.	CUSTOMER
By: ______________________________________	Company:
Name: ______________________________________	Name:
Title: ______________________________________	Title:
Date: ______________________________________	Date:
I have thoroughly read and understood the previous agreement.
Yes No
Type your initials, and then type "I agree" to signify your signature and your agreement to the above outlined terms.
(eg. KJ,  I agree or "your initials", I agree). Type in the current date:(eg. 01/18/01)
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