EXHIBIT 10.8 SOFTWARE LICENSE AND DISTRIBUTOR AGREEMENT THIS AGREEMENT (the "Agreement") is entered into and made this 28th day of May, 1999, by and between Townsend Analytics, Ltd., an Illinois corporation, having its principal office at 100 South...

EXHIBIT 10.8

SOFTWARE LICENSE AND DISTRIBUTOR AGREEMENT

THIS AGREEMENT (the "Agreement") is entered into and made this 28th day
of May, 1999, by and between Xxxxxxxx Analytics, Ltd., an Illinois
corporation, having its principal office at 000 Xxxxx Xxxxxx Xxxxx, Xxxxx
0000, Xxxxxxx, Xxxxxxxx 00000 ("TAL"), and PC Xxxxx.Xxx, Inc., a Delaware
corporation, whose principal office is located at 000 X. Xxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000 ("PQT").

W I T N E S S E T H

WHEREAS, TAL (a) designs, develops, markets and licenses computer
software and computer-based software systems and has developed a suite of
real time software products called "TAL Trading Tools Package" ("the
Product") that performs a variety of functions such as (1) the display of
market price quotations, news, and other information for analysis
("RealTick-TM-"); (2) order entry including initiating and transmitting of
trading orders, position management, etc. ("RealTrade-TM-"); (3) Software
Server applications ("Software Server Applications") which provide
permissioning, real-time and historical market prices and news to the Product
(PermSrv-TM-, TASrv-TM-, and TALNet-TM-, among others); and (b) operates an
Internet and frame relay site for distribution of market quotes, trades, and
other services ("TAL site"); and

WHEREAS, in connection with the utilization of the Product, certain
services are licensed by PQT from HyperFeed Technologies ("HyperFeed"); and

WHEREAS, PQT acknowledges that the Product does constitute valuable
property of TAS not within the public domain, and that, but for this
Agreement, and rights granted herein, PQT would have no rights with respect
thereto; and

WHEREAS, PQT is in the business of distributing market data, operating
an Internet service and of selling, licensing, supporting, installing and
servicing computer software, and has represented that it has the resources,
facilities and personnel necessary to maintain the high standards of
performance which are necessary to achieve maximum sales of TAL's products
through satisfaction of the end user ("Customer");

WHEREAS, PQT would like to use the Product to provide an Internet
service to its customers; and

WHEREAS, TAL and PQT have agreed that throughout the course of this
Agreement and in terminating this Agreement they will act in a fair,
equitable and ethical manner to each other as well as to the end user;

NOW, THEREFORE, TAL and PQT agree as follows:

1. LICENSE AND APPOINTMENT

(a) LICENSES. TAL hereby grants to PQT,

(i) the non-exclusive, nontransferable right during the Term
(subject to the terms herein) to use, reproduce and display
the Software Server

Applications and RealTick at Sites specified in Schedule 2.

(ii) the non-exclusive, and nontransferable right (subject to the
terms herein) during the Term to market and distribute
RealTick and to grant within the Territory, to its customers
non-exclusive, nontransferable rights.

TAL and PQT acknowledge and agree that Customers with End User
Agreements expiring after the termination of this Agreement shall
survive such termination and Customers shall be permitted to use the
Product until the termination or expiration of such End User Agreement
pursuant to the terms thereof, as long as PQT fulfills its obligation to
pay license fees and exchange fees as contemplated in this Agreement.

(b) APPOINTMENT AND ACCEPTANCE. TAL hereby appoints PQT, subject to
the provisions, terms and conditions set forth in this Agreement, as a
non-exclusive distributor for the licensing, support and servicing of
the Product or Products listed in the attached Schedule 2 to this
Agreement, which Schedule may be amended from time to time. PQT hereby
accepts such appointment, and by accepting said appointment,
acknowledges that it has read and understood this Agreement and the
Schedule attached hereto.

(c) RESERVATION OF RIGHTS. TAL reserves the right to license, sell,
support, and service the Product in competition with the PQT and to
appoint, without limitation, other distributors for the Product. Nothing
in this Agreement prohibits TAL from offering the Product, as part of
other Internet services on any other data feed including its own data
feed.

2. PQT OWNERSHIP, MANAGEMENT AND BUSINESS. This Agreement is entered into
by TAL in reliance upon the representations and agreements by PQT regarding
its ownership, management and conduct of its business. PQT agrees to give TAL
thirty (30) days prior written notice of its intention to effect any of the
following changes, and no such change shall be made without the prior written
approval of TAL, which approval shall not be unreasonably withheld.

(a) A change or transfer which would materially affect, either
directly or indirectly, the ownership, management or control of PQT.

(b) A sale or transfer of any substantial portion of PQT's
business property or business assets other than in the ordinary course of
business.

3. TERM.

(a) This Agreement shall become effective as of the date first
above written and shall remain in effect until December 4, 2000, unless
earlier terminated in accordance with the provisions of Paragraph 4.

(b) This Agreement shall thereafter be automatically renewed for
successive one (1) year periods unless either party notifies the other
not less than ninety (90) days prior to the end of any particular term
that it does not agree to such an automatic renewal.

4. TERMINATION.

(a) BY TAL. TAL may terminate this Agreement if, at any time
during the term of this Agreement or any renewal hereof, PQT is in
material breach of any of the terms, conditions, duties or obligations
contained in or referred to in this Agreement, and such breach remains
uncorrected for a period of ten (10) days following written notice by
TAL to PQT of said breach and TAL's intention to terminate this
Agreement, provided however, that TAL may elect to terminate this
Agreement immediately upon written notice to PQT, if PQT has violated
any of the material terms, conditions, duties or obligations contained
in or referred to in Paragraph 5(c) (End-User Agreement) or Paragraph 11
(PQT Standards of Operation) hereof. For purposes of this Paragraph, but
without limiting TAL's right to terminate, a material breach shall
include without limitation the following events:

(i) Failure by PQT to make any payment when such payment
becomes validly due to TAL, provided that nothing contained herein
shall, or is intended to, change or limit either TAL's right to
take any other or further action or pursue any remedy at law or in
equity to collect any sums past due.

(ii) PQT's violation of any of the provisions of Paragraph
2 (PQT Ownership, Management and Business); Paragraphs 5(c)
(End-User Agreement); Paragraph 6 (Warranties); Paragraph 11 (PQT
Standards of Operation); Paragraph 12 (Marketing); Paragraph 13
(Redistribution); Paragraph 15 (Private Label); and Paragraph 20
(Confidentiality of Trade Secrets) as set forth below;

(iii) Failure by PQT to correct any practice or conduct
within ten (10) days of its receipt of written notice from TAL
that such practice or conduct is considered by TAL to be
detrimental to the interests or reputation of TAL.

(iv) Dissolution or insolvency of PQT, or the filing by or
against PQT of a petition in bankruptcy or for an arrangement,
composition or reorganization, which is not dismissed within sixty
(60) days, or the appointment of a receiver, trustee or custodian
for any substantial part of PQT's property or business, or an
assignment by PQT for the benefit of its creditors.

(v) Submission by PQT of any information in connection
with this Agreement which proves to be false or incorrect in any
material respect on the date submitted; omission by PQT to submit
information required under this Agreement; or failure to update
information previously supplied, if such causes other information
submitted to be false or incorrect in any material respect.

(b) BY PQT. PQT may terminate this Agreement if, at any time
during the term of this Agreement or any renewal hereof, TAL is in
material breach of any of the terms, conditions, duties or obligations
contained in or referred to in this Agreement, and such breach remains
uncorrected for a period of ten (10) days following written notice by
PQT to TAL of said breach and PQT's intention to terminate this
Agreement. Termination does not relieve PQT for obligations already
incurred or accrued for current or prior transactions.

5. TERMS OF LICENSE.

(a) LICENSE FEES. TAL's license fee for PQT for the Product
shall be the license fee established by TAL from time to time, plus all
applicable delivery charges, provided that the effective date of any
customer license fee modification shall be the first day of the next
customer renewal term referenced in Paragraph 7 below. The fees
applicable on the date of this Agreement are set forth in Schedule 2
attached hereto. PQT shall be solely responsible for any and all taxes
arising from each order for the Product placed with TAL. TAL may change
at the time of renewal of this Agreement, upon thirty (30) days prior
written notice to PQT, the fee and/or terms of payment by PQT for new
and renewing Customers, provided that changes in fees or terms that are
less favorable to the distributor shall not be applied to orders placed
by PQT and accepted by TAL prior to the date of notice, and scheduled
for immediate installation. Such changes in fees or terms that are more
favorable to PQT shall be applied to all orders not delivered. PQT shall
bear all costs, insurance premiums, communications costs, freight and
all other charges and expenses incurred by TAL for delivery to PQT.

(b) PAYMENT. PQT shall pay for the use of all Products in
advance of the month of service to PQT by TAL. A ten (10) day grace
period will be allowed if all license fees are otherwise current. Upon
receipt of payment, TAL will provide passwords to enable use of the
Product for the month.

(c) END-USER AGREEMENT. PQT shall not distribute the Product or
permit a customer to use the Product without first obtaining from each
Customer a signed end user agreement, the form of which has been
approved in writing by TAL. PQT may use an alternative procedure for
obtaining signed end user agreement, provided that (i) the end user is
required to take some affirmative action to use or install the Product,
such as breaking a seal or clicking an electronic "accept" button; (ii)
the end user is advised that taking such action indicates acceptance of
the terms and conditions of the end-user terms of use agreement, and
(iii) the end user has the opportunity to read the end user agreement
and the applicable warranty in its entirety before taking such action.
PQT may only use this alternative procedure if the method is used as a
standard practice by PQT for other PQT products and services in the
ordinary course of business. PQT shall prepare and submit monthly
reports to TAL which contain the names of new Customers and a brief
description of the type of end user agreement executed by each Customer
(e.g. alternative procedure or standard written end user agreement).

(d) RISK OF LOSS. TAL's responsibility for loss or damage
occurring in shipment, storage, delivery or otherwise, to any items
being sent to PQT, or being sent to others for PQT, shall under all
circumstances cease after such items have been delivered by TAL to any
carrier.

6. WARRANTIES. TAL expressly disclaims all warranties, express or implied
with respect to the Product and related materials, or their quality of
performance including warranties of merchantability and fitness for a
particular purpose. TAL makes no representation concerning the likelihood of
profitable trading using the Product. The

Product is licensed "as is" and "with all faults". PQT shall not extend any
warranties for or on behalf of TAL and shall make no representation or
warranty regarding the Product or the likelihood of profitable trading based
on the Product. In no event shall TAL incur any liability to PQT or any
customer of PQT arising out of any contract or arrangement between PQT and
any of its customers unless TAL shall expressly and in writing agree to the
contrary.

ALL WARRANTIES, EXPRESS OR IMPLIED, WHETHER IN FACT OR BY OPERATION OF LAW,
STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR USE ARE HEREBY DISCLAIMED IN THEIR ENTIRETY. TAL DOES NOT ASSUME, NOR
AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN
CONNECTION WITH THE DESIGN, MANUFACTURE, LICENSING, INSTALLATION, OR USE OF
ANY OF ITS PRODUCTS. NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR
ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING
TO THE LICENSING, DESIGN, MANUFACTURE, INSTALLATION OR USE OF ANY PRODUCTS,
WHETHER DUE TO NEGLIGENCE OR ANY OTHER CAUSE.

TAL's liability, if any, under this Agreement, shall in all events be limited
to repair or replacement at TAL's sole option of any Product which is
defective in a material manner, which shall be PQT's sole and exclusive
remedy; provided, however, that if any such defective Product cannot in TAL's
sole opinion be repaired or replaced, then TAL's liability shall be limited
to the return of the last month's license payment thereof paid in connection
with or for such defective Product. Either party shall have the option to
terminate this Agreement upon notice to the other party delivered within
fifteen days after such payment. Any unauthorized modification or improvement
to the Product which affects the Product as delivered to PQT will void TAL's
then-current warrant.

7. CUSTOMER'S TERM. PQT agrees that the maximum term of any license of the
Product to Customers will be no more than one year unless TAL otherwise
agrees in writing and that PQT will not license the Product to new Customers
after the delivery of notice of termination pursuant to Paragraph 4 unless
otherwise agreed in writing by the parties.

8. AUDITING. PQT shall make a remote dial-up connection to the Internet
site available to TAL in order for TAL to monitor PQT's licensing of the
Product. PQT shall provide a modem and pay the basic monthly
telecommunication line charges to establish the connection. TAL shall pay for
all dial-up connection time charges. Such access may not be used by TAL for
any purpose other than verification of the license fees owed it hereunder.

9. ONGOING LICENSE FEE OBLIGATIONS. Except as otherwise specifically
provided herein (including with respect to any grant of rights and licenses
herein, any continuing license fee payments provided for herein and the
continued furnishing of the Product to customers after expiration of the
Term), upon expiration of the Term or upon termination, neither party shall
have any further obligations under this Agreement; provided, that termination
or expiration hereof shall not affect or impair any right or obligation of a
party hereto arising prior to termination or expiration. As soon as PQT's

license fee obligations under this Agreement shall have ceased, PQT will stop
using, reproducing, displaying, marketing, and distributing the Product and
make all reasonable efforts to cause Customers to stop using the Product.

10. MINIMUM AGGREGATE LICENSE FEE PAYMENTS.

(a) PQT agrees to pay a minimum aggregate license fee payment
("Minimum Aggregate License Fee Payment") to TAL of five million dollars
($5,000,000) during the initial term of this Agreement. Minimum monthly
license fee payments ("Minimum Monthly License Fee Payment") of at least
two hundred twenty thousand dollars ($220,000) will be paid by PQT on a
monthly basis to TAL. The minimum monthly license fee payment (that
shall be due and payable hereunder shall be $220,000 until the Minimum
Aggregate License Fee Payment has been paid in full. From and after the
month in which the Minimum Aggregate License Fee Payment is paid in
full, PQT shall pay the license fee set forth in Schedule 2 without
regard to the Minimum Monthly License Fee Payment amount.

(b) Notwithstanding anything to the contrary contained herein,
half of the amount of license fees paid by PCQuote, Inc. since April
1st, 1999 shall be applied to the Minimum Aggregate License Fee Payment
due from PQT to TAL.

(c) If this agreement is terminated for any reason, PQT shall
pay the unpaid balance of the Minimum Aggregate License Fee Payment
immediately, unless this Agreement has been terminated by PQT pursuant
to Paragraph 4(b) of this Agreement.

(d) PQT's payment of the Minimum Aggregate License Fee Payment
shall not relieve PQT from its continuing obligation to pay license fees
hereunder.

11. PQT STANDARDS OF OPERATION. PQT shall use its best efforts to promote
the licensing of the Product. PQT shall also undertake to maintain high
standards of performance, and shall conduct its business at all times in such
a manner as will reflect favorably on TAL and its products and avoid in any
way any deceptive, misleading or unethical practices or advertising. PQT
shall comply with each of the following standards:

(a) PLACE OF BUSINESS, EQUIPMENT AND FACILITIES. PQT will
equip, staff and maintain a place of business and the equipment and
facilities which reflect favorably upon TAL and its products.

(b) FINANCIAL RESPONSIBILITY. At TAL's request, PQT shall
provide TAL with financial information about PQT's operations in order
to establish and maintain lines of credit.

(c) RECORDS AND RECORD KEEPING. PQT agrees to keep accurate
books and records of account for a period of up to three (3) years after
the close of each calendar year showing all information necessary for
the accurate determination of the number of units of the Product sold
and the gross proceeds thereof and agrees

that TAL or an independent firm of accountants selected by TAL, shall
have right to inspect the books and records of PQT, it being agreed that
any books or records reviewed in connection with such inspection shall be
kept strictly confidential and shall not be utilized in any commercial
manner other than in connection with determining compliance with this
Agreement. In the event such inspection discloses a liability to TAL as
the result of the failure of PQT to properly discharge its obligations
hereunder in the amount of ten (10%) percent or more, PQT shall pay to TAL
the cost of such audit in addition to the amount of such discrepancy. The
provisions of this Paragraph shall survive termination of this Agreement
for a period of twenty-four (24) months after termination.

(d) MODIFICATION OR CONVERSION OF PRODUCTS. PQT shall not
remove, deface or otherwise change any descriptive markings, labels, the
language of the End-User Agreement, or the copyright notice on any of the
Products. PQT shall not, without the prior written consent of TAL, make,
sell, license or distribute any modifications or improvements to the
Products which affect the Product as delivered to PQT. PQT will not
knowingly maintain or support software which has been modified or
converted without TAL's prior authorization.

12. MARKETING.

(a) PQT will comply with TAL's then-current policies regarding
advertising and promotion and the use of TAL's service marks and the
like, which policies may be amended by TAL at any time, or from time to
time. Additionally, PQT will prominently feature the Product in
promotional activities. As part of its general promotional activities
for the Product, PQT will feature the appropriate TAL tradename or
trademark wherever practicable and in a form approved by TAL. PQT shall
not, under any circumstance, use the words "agent", "agency" or other
such words in connection with its display of TAL's tradename.

Prior to any use, PQT shall provide TAL with copies, duplicates,
photographs or samples of packaging, advertising, copy, brochures,
marketing and promotional materials, documentation and technical
materials, and other documents and materials of PQT bearing any
trademark of TAL for review of the manner in which such trademarks are
proposed to be used. TAL shall be deemed to have consented to any
proposed use of the trademarks of which it has been given notice as
provided herein if it does not object to such use in writing to PQT
within five (5) business days of receipt of such notice of proposed use.

From time to time TAL may furnish PQT with manuals and technical
material prepared to facilitate PQT's sales efforts. All such materials,
manuals and lists remain the property of TAL and are to be returned to
TAL upon the termination or expiration of this Agreement, except as TAL
and PQT may otherwise agree.

(b) PQT agrees to provide similar advertising placement for the
Product should it market Orbit or any product similar to Orbit or the
Product on its web site. PQT also agrees to profile TAL on the PQT web
sites as a strategic business ally.

TAL agrees to profile PQT on its web sites and TAL agrees to profile PQT
as a strategic business ally.

(c) PQT agrees to spend at least as much in advertising dollars
the Product as it spends on Orbit and other products similar to Orbit or
the Product.

(d) TAL agrees that PQT may market RealTick under the name "PC
Quote 6.0 for Windows". PQT will change the branding of the Product to
"PC Quote 6.0 for Windows brought to you by RealTick" or some other form
that is reasonably approved by TAL. Notwithstanding the provisions of
clause (j) below (which provisions shall be effective immediately), in
no event shall PQT be forced to change the branding in a period of time
which is less than six (6) months from the Effective Date.

(e) PQT agrees to market RealTrade provided by TAL, subject to
terms and conditions to be mutually agreed upon.

(f) PQT will set the sales and commission structure of the
Product such that they shall be equivalent on a percentage of revenue
basis to other PQT products. TAL, with PQT's prior written consent, may
offer an incentive to PQT sales representatives directly to promote TAL
product lines.

(g) PQT will, at TAL's request, provide TAL with sales and
marketing data and reports to enable TAL to monitor PQT's compliance
with the terms herein, within a reasonable period of time.

(h) PQT agrees to use its best efforts to market the Product and
Services.

(i) All Products licensed by PQT shall bear the appropriate TAL
trademarks and copyrights. PQT shall not be deemed by anything contained
in or done pursuant to this Agreement to acquire any right, title or
interest in or to the use of any TAL tradename, trademark or service
xxxx, and shall do nothing to prejudice the value or validity of TAL's
rights therein or ownership thereof. PQT shall not use any TAL
tradename, trademark, service xxxx, symbols or the like in connection
with the offer and/or sale of any other product or in any manner found
objectionable by TAL. Upon termination or nonrenewal of this Agreement,
PQT shall discontinue any use of TAL's trademarks and service marks,
tradenames, identifying symbols and the like, and all labels, brochures,
displays and any and all literature and advertising media relating to
TAL or any of its products.

(j) PQT agrees that all marketing efforts and all documentation
related to the Product, including but not limited to print and
electronic advertisements and literature, shall state that the Product
is the property of Xxxxxxxx Analytics and shall mention RealTick and TAL
in a form which shall be approved prior to use by TAL.

(k) Notwithstanding anything to the contrary contained in the
Agreement, TAL agrees that PQT may develop, license, distribute, market
and otherwise commercially exploit PQT's proprietary products which may
be competitive with

Products (as that term is defined in the Agreement), including, but not
limited to the Orbit product.

13. REDISTRIBUTION. Except as specified in Schedule 2 below, PQT agrees that
it does not have the right to license to its customers to redistribute the
Product over the Internet.

14. SUPPORT.

(a) PQT SUPPORT TO TAL.

(i) PQT agrees to provide (or cause HyperFeed to provide) TAL
with technical support necessary for TAL to maintain the driver
and feed handler with adequate notice of changes in the feed
specifications and in the market data.

(ii) PQT agrees to provide support to end users of the Product
and Services.

(iii) PQT shall be adequately familiar with the Product to
provide assistance to customers in the installation and use of
the Product.

(iv) PQT agrees to provide (or cause HyperFeed to provide) TAL
with a computer similar to the computer that will be installed
for customer's server, communication equipment required to
receive PQT data at TAL's offices and real time market data
including exchange, news, and fundamental data necessary for
development.

(v) PQT agrees to provide (or cause HyperFeed to provide) PC
Quote data, including exchange and source data, at no charge to
TAL at TAL's site. This data shall be used only for testing,
development and provision of data for the Product as specified in
Schedule 2, Section 3.

(b) TAL SUPPORT TO PQT.

(i) TAL agrees to provide PQT with customary support and
provide sales personnel with customary training from time to time
in Chicago.

(ii) TAL agrees to provide PQT's support personnel with ongoing
backup support during TAL's regular business hours.

(iii) TAL agrees to provide ongoing software debugging services
for software problems that can be duplicated at PQT's offices in
Chicago.

(iv) TAL agrees to provide PQT with upgrades within a reasonable
time frame after they become available subject to PQT's desired
upgrade schedule. Additional features that become available as
part of the Product as set forth in Schedule 2 will be made
available to PQT. TAL is not obligated to offer any other
additional features or products to PQT.

15. PRIVATE LABEL. TAL agrees that PQT may offer certain customers a private
label version of the Product. Such service shall be subject to the following
terms and conditions:

(a) No order execution may be attached to the private labeled
versions of the Product, unless approved by TAL for each customer.

(b) The resale of the end user product must be at the minimum price
of "PC Quote 6.0 for Windows" as defined in Schedule 2, Section 1.

(c) TAL must approve all customers who are offered a private label
version pursuant to this Paragraph 15. Schedule 3, which may be amended
from time to time, lists all customers who have been approved by TAL as of
the execution of this Agreement;

(d) All customers must execute a mutual license agreement with PQT
and TAL. This agreement will be developed with the cooperation of PQT and
TAL.

(e) The parties will develop a private label licensing program
offering that includes a substantial non-recurring engineering fee and/or
minimum number of end users. TAL agrees that the non-recurring engineering
fee charged to PQT customers will not be greater than the fee TAL charges
similar customers.

16. NON-SOLICITATION FOR EMPLOYMENT. PQT and TAL agree not to solicit for
employment or hire, either as a consultant or employee, any individual known by
such party to be a current employee of the other party or to have been an
employee of the other party during the preceding year.

17. DISTRIBUTION OF PRODUCT WITH ORDER ENTRY. PQT agrees that it does not have
the right to provide order entry enabled software with the Product nor to allow
customers to do so without the specific agreement of TAL. TAL and PQT agree
that customers may enter orders to other sites besides the TAL service bureau
through the web browser button in "PC Quote 6.0 for Windows" but agree that PQT
will not endorse or directly benefit from customers entering such orders to such
sites without the prior agreement of TAL; however, TAL agrees that,
notwithstanding the foregoing, the currently existing arrangement between PQT
and JB Oxford may continue provided such arrangement is not hereafter modified
or amended in a material manner without the prior consent of TAL. If order
entry is to be enabled with the Product, each customer must enter

a direct contract with TAL. PQT and any customer that wants to redistribute the
Product with the order execution function enabled via the Internet must use the
Product which is hosted on a TAL Internet site.

18. INTERNATIONAL DISTRIBUTION. PQT shall not enter into international
reseller arrangements offering the Product without a prior written agreement
between PQT and TAL. PQT agrees that it shall not target marketing to
customers in countries other than the United States without TAL's prior
written consent.

19. COMPLIANCE WITH LICENSE AND LAWS. TAL and PQT shall comply with all
requirements imposed on TAL (and its distributors) and with all federal,
state and local laws, regulations, rules and ordinances pertaining to the
operations and conduct of its business and the sale of the Product, including
but not limited to all laws pertaining to the export of Products to foreign
countries and to the Internet.

20. CONFIDENTIALITY OF TRADE SECRETS. PQT agrees that all confidential
information received from TAL, including without limitation all technical
information and service manuals received in training sessions, is and shall
remain the property and confidential information of TAL. Similarly, TAL
agrees that all confidential information received from PQT is and shall
remain the property and confidential information of PQT. Both parties agree,
on behalf of themselves and their employees, to use their best efforts to
maintain such information in the strictest confidence and not to disclose the
same to any third party, including their employees not having a need to know.
Neither party shall copy or reproduce any such confidential information
without the prior written approval of the other. Both parties agree to obtain
from each of its employees having access to such information a written
agreement that states that the employee has been informed of the
confidential nature of such information and that the employee agrees to
maintain such information in confidence. Each party further agrees to return
all such information and all copies thereof to the other immediately upon
termination of this Agreement.

The obligations of confidence set forth hereinabove, however, shall impose
no obligation upon either party with respect to any confidential information
which: (i) is now or which subsequently becomes generally known or available by
publication, commercial use or otherwise; (ii) is known by the receiving party
at the time of receiving such information; (iii) is furnished to third parties
without restriction on disclosure; (iv) is subsequently rightfully furnished by
a third party without a restriction on disclosure; or (v) is independently
developed by PQT or TAL, provided that the person or persons developing same
have not had access to the confidential information. Nothing contained herein
shall obligate PQT to return to TAL any service manuals which were purchased by
PQT from TAL at the then prevailing distributor fee.

The obligations set forth in this Paragraph 20 shall survive the expiration
of or any earlier termination of this Agreement.

21. MISCELLANEOUS.

(a) RELATIONSHIP OF PARTIES. The relationship between the parties to
this Agreement is that of independent contractors. Neither is an agent or
employee of the other nor has any right or authority to assume or create
any obligation of any

kind, expressed or implied, on behalf of the other, nor shall the acts or
omissions of either create any liability for the other. Subject to the
provisions of this Agreement, PQT shall conduct its business at its own
initiative, responsibility and expense. Nothing herein is intended to
create a partnership, joint venture, or other similar relationship between
the parties.

(b) INDEMNIFICATION. PQT agrees that it will indemnify, defend and
hold harmless TAL, its officers, directors, employees and agents from any
and all losses, claims, damages, expenses and causes of action of every
nature whatsoever, including attorneys' fees, which are caused by the
breach of this Agreement by PQT or by the negligent acts, omissions or
intentional wrongdoing of PQT in connection with the performance or
nonperformance of its obligations hereunder.

PQT shall hold, indemnify and save TAL, its officers, directors,
employees and agents from any and all costs, expenses (including attorneys'
fees), judgments, settlements, losses, or other liabilities incurred by
TAL, directly or indirectly, as a result of any claim, action, suit or
litigation brought against TAL by any party arising out of or relating to
(a): any failure by PQT to perform any obligation under this Agreement
including but not limited to any failure to obtain executed End User
Agreements; (b) any representations or warranties made by PQT except as
provided herein; or (c) any damages or claims resulting from the
termination or expiration of this Agreement.

(c) ASSIGNABILITY. Neither this Agreement, nor any right or
obligation hereunder, is assignable in whole or in part, whether by
operation of law or otherwise, by PQT without the prior written consent of
TAL. This Agreement may be assigned by TAL and its duties hereunder may be
delegated.

(d) TAXES AND FEES.

(i) PQT will be responsible for paying, as and when due, any
taxes and fees, such as sales, use, Internet, and communications
taxes and exchange fees, required to be paid in connection with
the distribution of the Product.

(ii) TAL agrees to rely upon any appropriately completed resale
certificate provided by PQT that relates to the transactions
contemplated hereby which is attached as Schedule 4.

(iii) TAL will be responsible for paying, as and when due, any
income taxes required to be paid in connection with the license
fees payable to TAL under this Agreement.

(iv) This Paragraph shall survive the termination of this
Agreement for any reason.

(e) NOTICES AND OTHER COMMUNICATIONS. Unless otherwise provided,
every notice hereunder shall be in writing and deemed given when delivered
in person or when mailed, postage prepaid, to the intended recipient at the
address

specified in this Agreement, or other address previously designated by
the intended recipient by written notice, provided, however, that notices
to TAL shall be addressed Attention: Vice-President, Marketing and Sales.
Any notice of termination or nonrenewal shall be sent by registered or
certified mail.

(f) FORCE MAJEURE. TAL shall not be liable for any loss, damage,
delay or other consequence resulting from causes beyond reasonable
control, including but not limited to, acts of God, fire, strikes, labor
disputes, riot or civil commotion, case of war (declared or undeclared),
labor or material shortages or governmental regulations, orders, or
decisions.

(g) NON-WAIVER. No failure to exercise, and no delay in exercising,
on the part of either party hereto, of any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise by either party of any right, power or privilege
hereunder preclude any other or further exercise thereof.

(h) ENTIRE AGREEMENT. This Agreement and the attached Schedules set
forth the entire understanding of, and supersedes and revokes all prior
agreements between the parties relating to the subject matter contained
herein and merges all prior discussions between them. This Agreement may
not be modified except by a writing signed by a duly authorized officer
of TAL.

(i) GOVERNING LAW. The validity, construction, and enforceability
of this Agreement shall be governed in all respects by the law of the
state of Illinois.

(j) SEVERABILITY. If any provision of this Agreement shall be held
invalid under applicable law, the remaining provisions shall remain in full
force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate as of the day first above written.

ACCEPTED:

------------------------------
PC Xxxxx.Xxx, Inc.

By: /s/ Xxx X. Xxxxxx
---------------------------

Title: Chairman, CEO
-----------------------

ACCEPTED:

XXXXXXXX ANALYTICS, LTD.

By: /s/ MarrGwen Xxxxxxxx
--------------------------

Title: President
-----------------------

SCHEDULE 1

Territory shall mean the United States of America.

SCHEDULE 2

PRODUCTS

1. PC QUOTE FOR WINDOWS INTERNET PRODUCT. (HOST SITE: PC XXXXX.XXX)

A. GENERAL DESCRIPTION OF PRODUCT LICENSED TO PQT FOR USE AT PCT
OFFICE:
NT driver to DCP card on servers at PQT
Software Servers: Windows NT version of TA_SRV, NewSrv, PC Quote Feed
Handler
Permission Server with user based exchange and Feature permissions
Network protocol: TCP/IP
32 bit Windows installation files for remote download.

PRODUCT WHICH PQT MAY REDISTRIBUTE TO CLIENTS:
32 bit version of RealTick with Features listed below
On line help on all programs.
Manual available at cost.

B. INTERNET PRODUCT LINE: MINIMUM PRICE PER PRODUCT AND FEATURES:

i. LEVEL A - QUOTES:
Minimum Price: $75/month
Features: Quotes (QuickQuote, Market Minder, Tickers,
Alarms)

ii. LEVEL B: QUOTES & CHARTS:
Minimum Price $150/month
Features:
Quotes (QuickQuote, Market Minder, Tickers, Alarms)
Charts (intraday, daily, weekly, monthly, technical
analysis)

iii. LEVEL C: NASDAQ LEVEL 2:
Minimum Price $250/month
Features:
Quotes (QuickQuote, Market Minder, Tickers)
Charts (intraday, daily, weekly, monthly, technical
analysis)
Tables: time & sales, time and quotes
Nasdaq Level II

iv. LEVEL D: TURBO OPTION/OPTION ANALYTICS:
Minimum Price: $250/month
Features:
Quotes (QuickQuote, Market Minder, Tickers)

Charts (intraday, daily, weekly, monthly, technical
analysis)
Tables: time & sales, time and quotes
Option chains and option analytics

v. LEVEL E: COMPLETE:
Minimum Price: $300/month
Features
Quotes (QuickQuote, Market Minder, Tickers)
Charts (intraday, daily, weekly, monthly, technical
analysis)
Tables: time & sales, time and quotes
NASDAQ Level III
Option chains and option analytics

C. LICENSE FEE. TAL will receive thirty-three percent (33%) of the
total customer xxxx which shall be at least equal to the Minimum Price
for the Product for the Level provided to each customer plus any
additional charges to customer for the Product or for other services
except that exchange fees may be deducted if charged to the customer.

2. ULTIMATE TRADER/HOST SITE: XX XXXXXX, INC.

A. GENERAL DESCRIPTION OF PRODUCT LICENSED TO XX XXXXXX:
NT driver to DCP card on servers at XX Xxxxxx
Servers: Windows NT version of TASrv, NewSrv and PC Quote Feed
Handler at PQT office
Permission Server with user based exchange and feature
permissions but not including perms control
Network protocol: TCP/IP
32 bit Windows installation files for remote download.

PRODUCTS WHICH XXXXXX MAY REDISTRIBUTE TO INDIVIDUAL USERS:
32 bit version of RealTick with Features listed below
On-line help on all programs.
Manual available at cost.

B. ULTIMATETRADER PRODUCT LINE: MINIMUM PRICE PER PRODUCT AND
FEATURES:

i. SILVER:
Minimum Price: $75/month
Features: Quotes (QuickQuote, Market Minder, Tickers,
Alarms)

ii. GOLD
Minimum Price $150/month

Features:
Quotes (QuickQuote, Market Minder, Tickers, Alarms)
Charts (intraday, daily, weekly, monthly, technical
analysis)

iii. PLATINUM:
Minimum Price $250/month
Features:
Quotes (QuickQuote, Market Minder, Tickers)
Charts (intraday, daily, weekly, monthly, technical
analysis)
Tables: time & sales, time and quotes
Nasdaq Level II

iv. PLATINUMOPT:
Minimum Price: $250/month
Features:
Quotes (QuickQuote, Market Minder, Tickers)
Charts (intraday, daily, weekly, monthly, technical
analysis)
Tables; time & sales, time and quotes
Option chains and option analytics

v. PLATINUM+2:
Minimum Price: $300/month
Features:
Quotes (QuickQuote, Market Minder, Tickers)
Charts (intraday, daily, weekly, monthly, technical
analysis)
Tables: time & sales, time and quotes
Nasdaq Level II
Option chains and option analytics

C. LICENSE TERMS:
i. Servers must be located at the XX Xxxxxx site.
ii. Xxxxxx is not licensed to use the perms control program.
iii. XX Xxxxxx has no rights to allow its customers to
redistribute the Product nor to resell to other companies.
iv. The order entry system used by XX Xxxxxx must be TAL's
RealTrade program.
v. PQT will be vendor of record.
vi. XX Xxxxxx shall sign and have end users sign a license
agreement that is approved by TAL. PQT shall indemnify TAL for
any claims if Xxxxxx fails to provide such an agreement.

vii. PQT shall not market for XX Xxxxxx except as included in a suite
of compatible brokers.
viii. Xxxxxx must be required by its agreement with PCQ or by a
separate agreement with TAL to abide by similar terms and
conditions required of PQT in this agreement.
ix. The initial term of the license to Xxxxxx shall end on
12/21/1999 and shall not be renewed without written permission of TAL.

D. LICENSE FEE. TAL will receive fifty (50%) of the total client billing
where client billing is defined to be at least equal to the Minimum Price
for the Product for the level provided to each customer plus any additional
charges to customer for the Product or for other services except that
exchange fees may be deducted if charged to the customer. For avoidance of
doubt, neither exchange fees not charged to the customer nor rebates
offered by PCQ to Xxxxxx may be deducted from client billing before the
split is calculated.

3. PC QUOTE 6.0 FOR WINDOWS/HOST SITE: TAL:

A. GENERAL DESCRIPTION OF PRODUCT: Same as Section 1 above except that the
site is hosted by TAL.

B. PRODUCT AND MINIMUM PRICES: the Product and Minimum Prices will be the same
"PC Quote 6.0 for Windows" Internet prices will be the same as Section A of
this Schedule. TAL may choose not offer all product levels on the TAL site

C. LICENSE TERMS:

i. PQT will be vendor of record.
ii. PQT will provide or cause Hyperfeed to provide data to be
delivered to the TAL site at no charge to TAL.

D. LICENSE FEES: For "PC Quote 6.0 for Windows" on TAL hosted clients, TAL
will receive two thirds (2/3) of total client billing and PQT will retain
one third (1/3) of the total billing (where total client billing defined to
be at least equal to the Minimum Price for the Product for the level
provided to each customer plus any additional charges by PQT to customer
for the Product or for other services except that exchange fees may be
deducted if charged to the customer)

SCHEDULE 3

LIST OF CUSTOMERS CURRENTLY APPROVED BY TAL FOR PRIVATE LABELING OF THE PRODUCT:

1. X.X. Xxxxxx (Ultimate Trader)
2. X X Oxford

SCHEDULE 4

Attach Resale Certificate.

Updated: 4/26/99

XXXXXXXX ANALYTICS, LTD.
YEAR 2000 READINESS DISCLOSURE*

Xxxxxxxx Analytics, Ltd. ("TAL") is committed to its goal of attempting to
ensure that TAL computer software ("TAL SOFTWARE") will be Year 2000 compliant.
TAL's Year 2000 Project involves comprehensive assessment, testing, and
remediation of TAL SOFTWARE for Year 2000 compliance. Year 2000 compliant TAL
SOFTWARE will properly recognize and handle dates beginning on or after January
1, 2000 and will recognize the Year 2000 as a leap year. For purposes of the
information set forth below, TAL SOFTWARE also is designated as Year 2000
compliant if it does not contain any real-time clocks or date processing
capabilities. TAL's Year 2000 Readiness Disclosure applies to TAL SOFTWARE
delivered by TAL when used by the end user in accordance with applicable
software license agreements and documentation. TAL's Year 2000 Readiness
Disclosure does not apply to any user-customized or third party data, software,
hardware and/or other equipment (collectively referred to as "third party
products") used by the end user in conjunction with TAL SOFTWARE, or to the
effect of third party products on the Year 2000 compliance of TAL SOFTWARE.
TAL's Year 2000 Readiness Disclosure is provided for informational purposes only
and does not modify or amend in any way software license agreements executed by
end users. Please return to this website on a regular basis for the latest Year
2000 information. If you have any questions or require assistance please
contact Xxxxxxxx Analytics via email at x0xxxxxxxx@xxxxxxxx.xxx.

LIST OF TAL SOFTWARE:

1. REALTICK III

RealTick III is comprised of a base program called RealTick and optional modules
that are listed below. In order to determine the Year 2000 status of the
RealTick III software that you are using, please locate the version of RealTick
III that you are using and the module(s) below that your version of RealTick III
contains. You can find the version list easily by following these steps:

1. Run RealTick III.
2. On the toolbar click on the Help menu item.
3. Click on About RealTick III. This screen will tell you whether you
are using a 16 bit version or 32 bit version of RealTick. If you are
using a 16 bit version of RealTick you will need to contact Xxxxxxxx
Analytics' support department to upgrade to the 32 bit version of
RealTick.
4. Click on Versions. You will see a list of software programs and
module versions that your RealTick III contains. Check to see if each
module appears on the table below.

--------------------------------------------------------------------------------
*This Year 2000 Readiness Disclosure is prepared and submitted in accordance
with the Year 2000 Information and Readiness Disclosure Act.

This Readiness Disclosure is provided for informational purposes only, and TAL
makes no representation, warranty or guarantee regarding the accuracy or
completeness hereof or the performance of its Year 2000 Program. The statements
contained in this Readiness Disclosure are not intended to modify, affect, alter
or amend any contractual provision or warranty. The statements contained in
this Readiness Disclosure are subject to change without prior notice.

The information contained herein is confidential and proprietary to TAL, and is
specifically deemed to be covered by any confidentiality agreement or duty of
the recipient. By accepting receipt of this information, you agree to keep the
information contained herein confidential, to disclose it only to your employees
and advisors on a need-to-know basis, and to use it only in connection with your
business relationship with TAL.

Updated: 4/26/99

1. PRODUCT NAME EXECUTABLE YEAR 2000 STATUS COMMENTS
--------------------------------------------------------------------------------------------------------------

RealTick III and modules. rt3.exe Not Year 2000 Upgrade to 32 bit
16 bit versions of RealTick compliant. version is necessary.
III and modules.
--------------------------------------------------------------------------------------------------------------
RealTick III. rt332.exe rt332.exe v.5.2.45.0 See Sec. 2 Table below
32 bit Versions of RealTick and later versions are for information on 32 bit
III modules. Year 2000 compliant. modules.
--------------------------------------------------------------------------------------------------------------

2. BASIC MODULES
OF REALTICK III EXECUTABLE YEAR 2000 STATUS COMMENTS
--------------------------------------------------------------------------------------------------------------

Chart, Table chart32.dll chart32.dll v.1.2.40.0
and later versions are
Year 2000 compliant.
--------------------------------------------------------------------------------------------------------------
Corporate Actions corpact32.dll Module is dependent on
third party data.
Assessment is
underway.
--------------------------------------------------------------------------------------------------------------
MarketMakers mmaker32.dll mmaker32.dll
v.1.0.23.0 and later
versions are Year
2000 compliant.
--------------------------------------------------------------------------------------------------------------
MarketMinders minder32.dll minder32.dll
v.1.0.50.0 and later
versions are Year
2000 compliant.
--------------------------------------------------------------------------------------------------------------
MultiQuote mq32.dll mq32.dll v.1.0.18.0
and later versions are
Year 2000 compliant.
--------------------------------------------------------------------------------------------------------------
Stock Manager stk32.dll stk32.dll v.1.0.7.0
and later versions are
Year 2000 compliant.
--------------------------------------------------------------------------------------------------------------
Talipc talipc32.dll talipc32.dll v.6.1.21.0
and later versions are
Year 2000 compliant.
--------------------------------------------------------------------------------------------------------------
Tbdll tbdll32.dll tbd1132.dll v.1.0.34.0
and later versions are
Year 2000 compliant.
--------------------------------------------------------------------------------------------------------------
Ticker ticker32.dll ticker32.dll v.1.0.8.0
--------------------------------------------------------------------------------------------------------------

Updated: 4/26/99

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

and later versions are
Year 2000 compliant.
--------------------------------------------------------------------------------------------------------------
Time/Sales tmsl32.dll tms132.dll v.1.0.2.0
and later versions are
Year 2000
compliant.
--------------------------------------------------------------------------------------------------------------
Web Browser iebrow32.dll iebrow32.dll v.
1.0.6.0 and later
versions are Year
2000 compliant.
--------------------------------------------------------------------------------------------------------------

3. SPECIAL INTEREST
MODULES OF
REALTICK III EXECUTABLE YEAR 2000 STATUS COMMENTS
--------------------------------------------------------------------------------------------------------------

Forex forex32.dll forex32.dll v.1.0.2.0
and later versions are
Year 2000 compliant.
--------------------------------------------------------------------------------------------------------------
Market Profile profil32.dll profil32.dll v.1.0.9.0
and later versions are
Year 2000 compliant.
--------------------------------------------------------------------------------------------------------------
MetalView metal32.dll metal32.dll v.1.0.3.0
and later versions are
Year 2000 compliant.
--------------------------------------------------------------------------------------------------------------
Pt & Figure ptfig32.dll ptfig.32.dll v.1.0.1.0
and later versions are
Year 2000 compliant.
--------------------------------------------------------------------------------------------------------------
Spreads Testing ongoing.
--------------------------------------------------------------------------------------------------------------
TurboOptions oqs32.dll oqs32.dll v.1.0.12.0
and later versions are
Year 2000 compliant.
--------------------------------------------------------------------------------------------------------------

4. NEWS MODULES
OF REALTICK III EXECUTABLE YEAR 2000 STATUS COMMENTS
--------------------------------------------------------------------------------------------------------------

Fixed-Page News fxpnws32.dll fxpnws32.dll
v.1.0.5.0 and later
versions are Year
2000 compliant.
--------------------------------------------------------------------------------------------------------------
News nwsdll32.dll nwsdll32.dll
--------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------
V.2.1.18.0 and later
versions are Year
2000 compliant.
---------------------------------------------------------------------------------------

SPMNews spmnws32.dll Testing ongoing.
---------------------------------------------------------------------------------------

5. ORDER ENTRY
MODULES OF
REALTICK III EXECUTABLE YEAR 2000 STATUS COMMENTS
---------------------------------------------------------------------------------------

Order Cache orders32.dll orders32.dll
v.1.0.49.0 and later
versions are Year
2000 compliant.
---------------------------------------------------------------------------------------
Order Entry oes32.dll oes32.dll v.1.0.15.0
and later versions are
Year 200 compliant.
---------------------------------------------------------------------------------------

6. OBSOLETE
MODULES OF
REALTICK III* YEAR 2000 STATUS COMMENTS
------------------------------------------------------------------------------------------------

Quickquote Not Year 2000 compliant. Replaced by Multiquote module.
Upgrade Necessary. module. Users should upgrade.
------------------------------------------------------------------------------------------------

* This is not an exhaustive list of obsolete modules of RealTick III. If you
are using a module that does not appear on TAL's YEAR 2000 Readiness
Disclosure, please contact TAL at the e-mail address listed above.

7. TAL FEED HANDLERS

In order to determine the Year 2000 status of the TAL feed handler(s) that
you are using, you will need to locate the version number(s) of the feed
handler(s). You can find the version(s) easily by following this procedure:
Locate the appropriate file (e.g. comstk32.dll) in your browser. Browse to
the file and either right click or hit ALT-ENTER. Click on the properties
button. Then, click on the version button. Compare the version that you see
on the screen to the version number in the Year 200 Readiness Disclosure feed
handler table below. If you are using a version which is earlier than the
version listed below or if the executable does not appear on the table below,
please contact us at x0xxxxxxxx@xxxxxxxx.xxx.

-----------------------------------------------------------------------------
* This Year 2000 Readiness Disclosure is prepared and submitted in accordance
with the Year 2000 Information and Readiness Disclosure Act.

This Readiness Disclosure is provided for informational purposes only, and
TAL makes no representation, warranty or guarantee regarding the accuracy of
completeness hereof or the performance of its Year 2000 Program. The
statements contained in this Readiness Disclosure are not intended to modify,
affect, alter or amend any contractual provision or warranty. The statements
contained in this Readiness Disclosure are subject to change without prior
notice.

The information contained herein is confidential and proprietary to TAL, and
is specifically deemed to be covered by any confidentially agreement or duty
of this recipient. By accepting receipt of this information, you agree to
keep the information contained herein confidential, to disclose it only to
your employees and advisors on a need-to-know basis, and to use it only in
connection with your business relationship with TAL.

Updated: 4/26/99

PLEASE NOTE: The following chart only applies to 32-bit
feed handlers. 16-bit feed handlers are not year 2000
compliant and users of 16-bit feed handlers will need to
upgrade to 32-bit versions. Please contact us at
x0xxxxxxxx@xxxxxxxx.xxx for assistance.

NAME EXECUTABLE YEAR 2000 STATUS COMMENTS
-----------------------------------------------------------------------------------------------------

AFX afx32.EXE Year 2000 compliant. News only
-----------------------------------------------------------------------------------------------------
Bonneville bonnev32.exe Year 2000 compliant. Exchange feed. Chicago
Board of Trade.
-----------------------------------------------------------------------------------------------------
Exchange feed. Canadian
CBOT cbot32.exe Year 2000 compliant. Consolidated Data Feed.
-----------------------------------------------------------------------------------------------------
ccdf32.exe v.6.0.3.0(released 3 Dec
CCDF ccdf32.exe 1998) and later versions are Year 2000
compliant.
-----------------------------------------------------------------------------------------------------
Exchange feed. Chicago
CME cme32.exe Year 2000 compliant. Merchantile Exchange.
-----------------------------------------------------------------------------------------------------
comstk32.dll v.2.0.49.o (released 3 Dec
XxxXxxxx comstk32.exe 1998) and later versions are Year 2000
compliant.
-----------------------------------------------------------------------------------------------------
comtex32.exe v.1.0.9.0(released 31
Comtex comtex32.exe Aug 1998) and later versions are Year News only.
2000 compliant.
-----------------------------------------------------------------------------------------------------
djnews32.exe v.0.0.3.0 (released 2 Feb
Dow Xxxxx djnews32.exe 1999) and later versions are Year 2000 News only.
compliant.
-----------------------------------------------------------------------------------------------------
fides32.exe v.1.0.0.5 (released 11 Mar
FIDES fides 32.exe 1999) and later versions are Year 2000 FIDES Forex Feed
compliant. (Switzerland).
-----------------------------------------------------------------------------------------------------
ifeed32.exe v.1.0.25.0 (released 18 Dec Comprehensive feed.
Ifeed ifeed32.exe 1998) and later versions are Year 2000 FIDES Infofeed
compliant. (Switzerland).
-----------------------------------------------------------------------------------------------------
Xxxxxx-
Xxxxxx kr32.exe Year 2000 compliant.
-----------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------
* This Year 2000 Readiness Disclosure is prepared and submitted in accordance
with the Year 2000 Information and Readiness Disclosure Act.

This Readiness Disclosure is provided for informational purposes only, and
TAL makes no representation, warranty or guarantee regarding the accuracy or
completeness hereof or the performance of its Year 2000 Program. The
statements contained in this Readiness Disclosure are not intended to modify,
affect, alter or amend any contractual provision or warranty. The statements
contained in this Readiness Disclosure are subject to change without prior
notice.

The information contained herein is confidential and proprietary to TAL, and
is specifically deemed to be covered by any confidentiality agreement or duty
of the recipient. By accepting receipt of this information, you agree to keep
the information contained herein confidential, to disclose it only to your
employees and advisors on a need-to-know basis, and to use it only in
connection with your business relationship with TAL.

Updated: 4/26/99

--------------------------------------------------------------------------------------------------------------------
Exchange feed. Order book
Toronto data from Toronto Stock
MarketByPrice mbp32.exe Year 2000 compliant. Exchange for use with
CCDF or PC Quote.
--------------------------------------------------------------------------------------------------------------------
nw32.exe v.1.0.0.11 (released 23 Sept
Newswire nw32.exe 1996) and later versions are Year 2000 Reuters news.
compliant.
--------------------------------------------------------------------------------------------------------------------
nqds32.exe v.1.0.4.0 (released 7 Jan
NQDS nqds32.exe 1999) and later versions are Year 2000 Exchange feed. Nasdaq
compliant. Level 2 quotes.
--------------------------------------------------------------------------------------------------------------------
ntds32.exe v.1.0.13.0 (released 8 Jan
NTDS/IQMS ntds32.exe 1998) and later versions are Year 2000 Exchange feed. - Nasdaq
compliant. trades and Level 1 quotes.
--------------------------------------------------------------------------------------------------------------------
Exchange feed. OPRA
OPRA opra32.exe Year 2000 compliant. equity options and PHLX
currency options.
--------------------------------------------------------------------------------------------------------------------
pcq32.exe v.1.0.30.0 (released 1 Dec
PC Quote pcq32.exe 1998) and later versions are Year 2000
compliant.
--------------------------------------------------------------------------------------------------------------------
SelectFeed+ sfplus 32.exe Year 2000 compliant. Reuters quotes and news.
--------------------------------------------------------------------------------------------------------------------
Exchange feed. CTS and
SIAC siac32.exe Year 2000 compliant. CQS (NYSE and AMEX
trades and quotes).
--------------------------------------------------------------------------------------------------------------------
Signal signal32.exe Year 2000 compliant.
--------------------------------------------------------------------------------------------------------------------
Taiwan Stock Exchange
Taiwan taiwan32.exe Year 2000 compliant. data via Megatime.
--------------------------------------------------------------------------------------------------------------------
Exchange Feed. Order book
Vancouver data from Vancouver Stock
Market vanmd32.exe Year 2000 compliant. Exchange for use with
Depth CCDF or PC Quote.
--------------------------------------------------------------------------------------------------------------------
Government bond data from
Zions zions 32.exe Year 2000 compliant. Zions Bank.
--------------------------------------------------------------------------------------------------------------------

8. OTHER TAL
SOFTWARE EXECUTABLE YEAR 2000 STATUS COMMENTS
--------------------------------------------------------------------------------------------------------------------

DB Edit Not Year 2000 compliant This product is no longer
licensed to new users.
--------------------------------------------------------------------------------------------------------------------
There will be no upgrade or
replacement.
--------------------------------------------------------------------------------------------------------------------

* This Year 2000 Readiness Disclosure is prepared and submitted in accordance
with the Year 2000 Information Readiness Disclosure Act.

This Readiness Disclosure is provided for informational purposes only, and TAL
makes no representation, warranty or guarantee regarding the accuracy or
completeness hereof or the performance of its Year 2000 Program. The
statements contained in this Readiness Disclosure are not intended to modify,
affect, alter or amend any contractual provision or warranty. The statements
contained in this Readiness Disclosure are subject to change without prior
notice.

The information contained herein is confidential and proprietary to TAL, and
is specifically deemed to be covered by any confidentiality agreement or duty
of the recipient. By accepting receipt of this information, you agree to
keep the information contained herein confidential, to disclose it only to
your employees and advisors on a need-to-know basis, and to use it only in
connection with your business relationship with TAL.

Updated: 4/26/99

--------------------------------------------------------------------------------------------------------------------
Options Risk orm32.exe orm32.exe v.2.4.0.56 and later
Management versions are Year 2000
compliant with minor issues.
--------------------------------------------------------------------------------------------------------------------
TASrv ta_srv32.exe ta_srv32.exe v.6.2.12.0 and
later versions are Year 2000
compliant.
--------------------------------------------------------------------------------------------------------------------
Permission perms32.exe perms32.exe v.1.0.16.4 and
Server later versions are Year 2000
compliant.
--------------------------------------------------------------------------------------------------------------------
Talnet talnet32.exe talnet32.exe v.6.0.9.0 and
later versions are Year 2000
compliant.
--------------------------------------------------------------------------------------------------------------------
Tuber6 tuber632.exe tuber632.exe v.1.0.1.23.0 and
later versions are Year 2000
compliant.
--------------------------------------------------------------------------------------------------------------------
Tuber7 tuber732.exe tuber732.exe v.7.0.0.3 and
later versions are Year 2000
compliant.
--------------------------------------------------------------------------------------------------------------------

PLEASE CONTACT XXXXXXXX ANALYTICS VIA E-MAIL AT x0xxxxxxxx@xxxxxxxx.xxx IF
YOU REQUIRE UPGRADE ASSISTANCE.

XXXXXXXX ANALYTICS, LTD.

This Readiness Disclosure is provided for informational purposes only, and TAL
makes no representation, warranty or guarantee regarding the accuracy or
completeness hereof or the performance of its Year 2000 Program. The
statements contained in this Readiness Disclosure are not intended to modify,
affect, alter or amend any contractual provision or warranty. The statements
contained in this Readiness Disclosure are subject to change without prior
notice.

The information contained herein is confidential and proprietary to TAL, and
is specifically deemed to be covered by any confidentiality agreement or duty
of the recipient. By accepting receipt of this information, you agree to
keep the information contained herein confidential, to disclose it only to
your employees and advisors on a need-to-know basis, and to use it only in
connection with your business relationship with TAL.

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Table of Contents

EXHIBIT 10.8 SOFTWARE LICENSE AND DISTRIBUTOR AGREEMENT THIS AGREEMENT (the "Agreement") is entered into and made this 28th day of May, 1999, by and between Townsend Analytics, Ltd., an Illinois corporation, having its principal office at 100 South...

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