This Licensing Agreement ("Agreement") is made and entered into as of April 2, 1999, by and between Track
Data Corporation ("Data"), as licensor, and Track Data Securities Corp. ("Securities"), as licensee.
A. Data, a corporation organized and existing under the laws of the State of Delaware, owns and operates an
Internet-based order entry/communication system designed for use by broker dealers.
B. Securities, a corporation organized and existing under the laws of the State of Delaware, is a wholly owned
subsidiary of Track Securities Corp. ("TSC"), which operates as a retail broker and dealer in securities.
C. The parties are desirous of entering into an agreement whereby Data shall license the use of the above
referenced Internet-based order entry/communication system to Securities for use by Securities and TSC.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as
GRANT OF LICENSE
1.1 SOFTWARE LICENSE. Data hereby grants Securities a non-exclusive and non-transferable license to use
the Data Internet-based order entry/communication system ("Licensed Software"). The Licensed Software
consists of a GUI interface at the ultimate client end to input trading information for execution of orders to
purchase and/or sell securities. The Licensed Software will also provide (incorporate) a check on the underlying
client account to determine whether specified criteria (including credit and/or applicable regulatory approvals) are
present to allow current execution of the trade or whether further human intervention is necessary. The Licensed
Software will provide for a confirmation of receipt of each order and a confirmation of each execution, subject to
compliance (via the clearing firm provided for below) with all securities-law-related requirements. The