ASCENDANT TECHNOLOGIES INC. 10 Edgecliffe Golfway, Suite 201 Toronto, Ontario M3C 3A3 CANADA SOFTWARE PRODUCT: RISKWIN ASCENDANT SOFTWARE LICENSE AGREEMENT IMPORTANT - READ CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ASCENDANT TECHNOLOGIES INC. FOR THE SOFTWARE PRODUCT YOU ARE INSTALLING, WHICH INCLUDES COMPUTER SOFTWARE, SOFTWARE PROTECTION DEVICE AND RELATED DOCUMENTATION. BY INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY, WITHIN THIRTY (30) DAYS OF PURCHASE, RETURN THE UNUSED SOFTWARE PRODUCT TO THE LOCATION WHERE YOU OBTAINED IT FOR A REFUND, SUBJECT TO A RESTOCKING FEE. Ascendant Technologies Inc.("Ascendant") hereby grants to you a non-exclusive license (a "License") to use the software product identified above and software protection device (collectively, the "Software") and the accompanying printed materials and User Manual (the "Documentation") on the terms set forth below. 1. GRANT OF LICENSE. This License grants you the following rights. * Software. Except as set forth below, you may use the Software on any single computer. You may also install a copy for your exclusive use on either a home or portable computer. You may only use the Software for the purpose of creating and evaluating your internal trading and risk management decisions. * Storage/Network Use. You may store or install a copy of the Software on a storage device, such as a network server, used only to install or run the Software over an internal network; however, you must acquire and dedicate a license for each individual who will use the Software. A License for the Software may not be shared or used concurrently on different computers. If the Software is installed on a network server or other system that physically allows shared access to the Software, you agree to provide technical or procedural methods to prevent use of the Software by individuals not specifically licensed to use the Software pursuant to this Agreement. * Transfer. You may transfer the Software and Documentation to a single recipient on a permanent basis provided you retain no copies of the Software or Documentation (including backup or archival copies) and the recipient agrees to the terms and conditions of this Agreement. If the Software is an upgrade, any transfer must include all prior versions of the Software and Documentation. * You may freely distribute copies of databases generated with the Software. 2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. * Reverse Engineering. You may not modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restrictions) or create derivative works based on the Software, or any portion thereof. * Copying. You may not copy the Software or Documentation except as specifically provided by this Agreement. * Separation of Components. The Software is licensed as a single product. You may not separate the Software's component parts for use on more than one computer. * Rental. You may not rent or lease the Software or Documentation. * Consulting. You may not use your copy of the Software for the purpose of advising your client in any way on their trading and risk management decisions unless they also have a valid and current License for the Software. * Proprietary Notices. You may not remove any proprietary notices, labels or marks on the Software or Documentation. * Upgrades. If the Software is an upgrade from another product, this upgrade License supersedes any previous License. You may use the Software only in conjunction with the upgraded product, or you must destroy the upgraded product. * Use of Ascendant's Name. You may not use Ascendant's or Ascendant's suppliers' name, logos, or trademarks in any manner including, without limitation, in your advertising or marketing materials, except as is necessary to affix the appropriate copyright notices as required herein. 3. TITLE. Title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain in Ascendant and/or its suppliers. The Software and the Documentation is protected by the copyright laws of Canada and international copyright treaties. 4. TERMINATION. The License is in effect until terminated. The License will terminate automatically if you fail to comply with the limitations described herein. On termination, you must immediately return all the Software and Documentation components to Ascendant and also certify in writing that all copies of the Software and Documentation components have been returned or destroyed. 5. EXPORT CONTROLS. You may not export or re-export the Software in violation of any export control laws of Canada, the United States and other foreign governments. You shall otherwise comply with all applicable export control laws and shall defend, indemnify and hold Ascendant and all Ascendant suppliers harmless from any claims arising out of your violation of such export control laws. 6. DATA AND DATABASES. You agree to back up your data and databases before running Software and you assume full responsibility for any loss or damage resulting from your failure to make such backups. 7. MISCELLANEOUS. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. This Agreement may be amended only in writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remainder of this Agreement shall nonetheless remain in full force and effect. This Agreement shall be governed by and construed under Ontario law as such law applies to agreements between Ontario residents entered into and to be performed within Ontario, except as governed by Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. 8. LIMITED WARRANTY. Ascendant warrants that the media containing the Software, if provided by Ascendant, is free from defects in material and workmanship and will so remain for ninety (90) days from the date you acquired the Software. Ascendant's sole liability, and your sole remedy, for any breach of this warranty shall be, in Ascendant's sole discretion: (i) to replace your defective media; or (ii) if the above remedy is impracticable, to refund the License fee you paid for the Software. Replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date of shipment to you of the replaced Software. Only if you inform Ascendant of your problem with the Software during the applicable warranty period and provide evidence of the date you acquired the Software will Ascendant be obligated to honor this warranty. Ascendant will use reasonable commercial efforts to replace or refund pursuant to the foregoing warranty within thirty (30) days of being so notified. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY ASCENDANT. ASCENDANT MAKES NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. THE DURATION OF IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD; SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO LIMITATIONS MAY NOT APPLY TO YOU. NO ASCENDANT AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If any modifications are made to the Software by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Software was designed to be used as described in the Documentation.THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. 9. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL ASCENDANT OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF ASCENDANT'S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN IF ASCENDANT SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.