Documents


    Marketing
      Partner Agreement

    


    THIS
      AGREEMENT is made as of Thursday, December 15, 2005 between California News
      Tech
      a Nevada company with its principal offices at 825 Van Ness Ave, San Francisco,
      CA (“Marketing Partner”), and Equis International, LLC., a Delaware company with
      its principal offices at 90 South 400 West, Suite 620, Salt Lake City, Utah
      84101 (“Equis”).

    


    	1.  	
            DEFINITONS

          


    


    a.  ProductsThe
      term
“Product” and “Products” means (i) the object code version of the computer
      software described in Exhibit A, including any corrections, fixes, revisions,
      enhancements, updates, upgrades or new versions thereof that Equis makes
      generally available to its customers during the term of this Agreement (the
      “Software”) and the data information service for End-Of-Day “Reuters DataLink”
and for Real-Time quotes and news “MetaStock QuoteCenter” (the “Data Products”),
      (ii) the published user manuals and documentation that Equis makes generally
      available for the Software (the “Documentation”) and (iii) all copies of the
      foregoing items.

    


    b.  TerritoryThe
      term
“Territory” means the market area in which Marketing Partner is authorized to
      promote and market the Products, defined by geography, industry or other
      criteria as described in Exhibit A.

    


    	2.  	
            APPOINTMENT

          


    


    a.  General
      Subject
      to this Agreement, Equis hereby grants to Marketing Partner, and Marketing
      Partner hereby accepts from Equis, the non-exclusive, non-transferable, right
      to
      use, market, promote, and assist Equis in marketing and promoting the Products
      within the Territory.

    


    b.  Non-Exclusivity
      In
      no
      event shall either party be precluded from entering into any other alliance,
      marketing and/or sales or other similar agreements or arrangements with other
      parties. Equis also acknowledges and agrees that nothing herein shall preclude
      Marketing Partner from developing a competitive product to the Products. Equis
      acknowledges that Marketing Partner’ obligations to promote the Products under
      this Agreement are on a strictly non-exclusive basis.

    


    	3.  	
            MARKETING
              PARTNER’ OBLIGATIONS

          


    


    a.  Marketing
      Efforts.
      Marketing Partner shall promote and assist Equis in marketing the Products
      within the Territory as set forth in the Exhibit A, attached hereto. To the
      extent Marketing Partner conducts activities under this Agreement, Marketing
      Partner shall, at all times, conduct such activities in a manner consistently
      with maintaining the goodwill and business reputation of Equis.

    


    b.  Promotional
      LiteratureMarketing
      Partner may use the brochures and other promotional literature describing the
      Products that Equis may provide Marketing 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Partner
      (the “Promotional Literature”). Equis represents and warrants that, prior to any
      modifications that Marketing Partner may make as permitted herein, the
      Promotional Literature accurately describes the Products. Marketing Partner
      may
      modify such Promotional Literature or create its own Promotional Literature
      for
      the Products. Any modifications to the Promotional Literature or Marketing
      Partner-created Promotional Literature shall be submitted to Equis for its
      approval, which shall not be unreasonably withheld, prior to use by Marketing
      Partner. If Equis does not respond to Marketing Partner’ request to review such
      modifications or Marketing Partner-created Promotional Literature within fifteen
      (15) business days, Marketing Partner is authorized to make such modifications
      or to use and distribute such Promotional Literature created by Marketing
      Partner. All copies shall contain any copyright notices contained in the
      original.

    


    c.  Marketing
      ActivitiesSubject
      to Section 2(b), above, Marketing Partner will use its reasonable commercial
      efforts to promote and market the Products and will undertake the activities
      set
      forth on Exhibit A. Marketing Partner’ activities under this Section are subject
      to Section 9.

    


    d.  LimitationMarketing
      Partner shall be allowed to solicit Nonprofessional individuals that Marketing
      Partner believes may have an interest or need for the Products. For the purpose
      of this agreement “Nonprofessional” shall be defined as individual investors,
      whom shall receive Market Data solely for his or her personal, non-business
      use,
      whom Marketing Partner has determined to qualify as a “Nonprofessional
      Subscriber” and who is not trading other peoples money, not employed by a
      financial institution and is not a business or organization.

    


    	4.  	
            EQUIS’S
              OBLIGATIONS

          


    


    a.  Supply
      and Use of Marketing Material Equis
      shall provide Marketing Partner at no charge with promotional materials as
      Equis
      deems appropriate for Marketing Partner to promote and assist Equis in marketing
      the Products. At Marketing Partner’ request, Equis shall provide Marketing
      Partner at no charge with additional quantities of such materials, subject
      to
      their availability from Equis. 

    


    	5.  	
            PRICES
              AND PAYMENT

          


    


    a.  Marketing
      FeesFor
      each
      customer who purchases a Software product or subscribes to Data Product referred
      to Equis by Marketing Partner (“Customer”), and continuing so long as the
      Customer remains a subscriber, Equis shall pay Marketing Partner a marketing
      fee
      (“Fees”) as set forth in Exhibit A. Provided that Marketing Partner fulfills its
      marketing obligations under the terms of this agreement.

    


    b.  Method
      and TimeUnless
      Marketing Partner has otherwise agreed in writing on a case-by-case basis,
      Equis
      shall pay Marketing Partner the Fees earned by wire transfer or check within
      forty-five (45) days after the end of each Equis’ fiscal month, as set forth in
      Exhibit A, in which Equis receives the gross revenues on which such Fees are
      based.

     

    
      
         

      

      
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    c.  Accounting
      for ReceiptsConcurrently
      with the monthly remittance to Marketing Partner of Fees, Equis shall furnish
      Marketing Partner with a written accounting of all gross receipts and
      adjustments thereto used in calculating “Net Receipts” as that term is defined
      in Exhibit A.

    


    	6.  	
            INDEMNIFICATION
              OBLIGATIONS OF EQUIS

          


    


    a.  Indemnity.Equis
      will defend Marketing Partner at Equis’ expense and, subject to this Section and
      Section 7, will pay losses, liabilities, damages, costs and expenses (including,
      without limitation, reasonable attorneys’ fees and expenses) suffered or
      incurred by Marketing Partner and its affiliates arising out of Equis’
infringement or violation of the proprietary or intellectual property rights
      of
      any third party (an “Infringement Claim”), but only if (i) the Marketing Partner
      notifies Equis promptly upon learning that the Infringement Claim might be
      asserted, (ii) Equis has sole control over the defense of the Infringement
      Claim
      and any negotiation for its settlement or compromise and (iii) that Marketing
      Partner provides reasonable cooperation to Equis, at Equis’ expense, regarding
      such Infringement Claim.

    


    b.  Limitation.Equis
      will have no indemnity obligation to Marketing Partner if the Infringement
      Claim
      results from (i) a correction or modification of the Product by Marketing
      Partner not provided by Equis, or (ii) the combination of the Product by
      Marketing Partner with other items not provided by Equis.

    


    	7.  	
            LIMITATION
              OF LIABILITY AND DISCLAIMER OF
              WARRANTIES.

          


    


    UNDER
      NO CIRUMSTANCES WILL EITHER PARTY OR ITS RELATED ENTITIES OR PERSONS BY LIABLE
      FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVIE, OR INCIDENTAL DAMAGES,
      WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS (INCLUDING, BUT NO LIMITED
      TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE
      PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK
      OR
      IMPAIRMENT OF OTHER ASSETS) ARISING OUT OF BREACH OF CONTRACT,
      MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, REGARDLESS
      OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY REMEDY
      IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EXCEPT FOR EQUIS’
INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL THE AGGREGATE LIABILITY
      WHICH EQUIS AND ITS RELATED PERSONS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED
      THE TOTAL AMOUNT OF FEES OWED BY EQUIS TO MARKETING PARTNER UNDER THIS
      AGREEMENT. EXCEPT AS SET FORTH IN THIS AGREEMENT, EQUIS MAKES NO WARRANTY OR
      CONDITION TO MARKETING PARTNER REGARDING THE PRODUCTS AND EXCLUDES ALL EXPRESS
      OR IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE IMPLIED
      WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


     

    
      
         

      

      
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    	8.  	
            INFORMATION

          


    


    a.  Confidentiality.Marketing
      Partner acknowledges that the Products and all related technical, financial,
      and
      business materials and incorporate confidential and proprietary information
      developed or acquired by or licensed to Equis (the “Information”). Marketing
      Partner will take all reasonable precautions necessary to safeguard the
      confidentiality of the Information, including those taken by Marketing Partner
      to protect its own confidential information.

    


    b.  Ownership.As
      between Marketing Partner and Equis, and except as set forth herein, all
      patents, copyrights, trade secrets and other proprietary rights in or related
      to
      the Products, Promotional Materials and items of Information are and will remain
      the exclusive property of Equis or its licensors. Marketing Partner will not
      acquire any right in the Products, Promotional Literature or Information.


    


    c.  Use. Marketing
      Partner will use the Products and other items of Information exclusively to
      perform its marketing activities pursuant to this Agreement. Marketing Partner
      will not duplicate the Products or other items of Information in a manner not
      permitted under this Agreement without Equis’ specific approval.

    


    d.  Disclosure.Marketing
      Partner will not disclose, in whole or in part, any item of Information to
      any
      individual, entity or other person, except to those of Marketing Partner’s
      employees who require access to perform its obligations under this Agreement,
      provided that nothing herein shall be deemed to restrict or limit Marketing
      Partner’s rights to market the Product as granted elsewhere in this
      Agreement.

    


    e.  Limitation.
      Marketing
      Partner will have no confidentiality obligation with respect to any portion
      of
      the Information that (i) Marketing Partner independently knew or developed
      before receiving the Products or Information from Equis; (ii) Marketing Partner
      lawfully obtained from a third party under no obligation of confidentiality;
      (iii) became available to the public other than as a result of an act or
      omission of Marketing Partner or any of its employees or customers in violation
      of this Agreement, or (iv) is required to be disclosed by applicable law or
      at
      the direction of a court of competent jurisdiction or appropriate governmental
      agency. 

    


    If
      the
      disclosure referred to in subsection (e)(iv) above is required, Equis shall
      give
      Marketing Partner reasonable
      notice to afford it the opportunity to seek a protective order or other
      appropriate remedy and/or waive compliance with the non-disclosure provisions
      of
      this Agreement. Equis will reasonable cooperate with Marketing Partner in
      connection with Marketing Partner’s efforts to seek such an order or other
      remedy.

    


    9. MARKS

    


    a.  Ownership
      of Equis Marks.
      As
      between Marketing Partner and Equis, all trademarks, service marks, trade names,
      domain names, logos or other words or symbols identifying the Products or Equis’
business (the “Equis Marks”) are and will remain the exclusive property of Equis
      or its licensors. Marketing Partner will not knowingly jeopardize Equis’ or its
      licensors’ proprietary rights or acquire any right in the Equis Marks, except
      the limited use rights specified in Paragraph 9(b). Marketing Partner will
      not
      register, directly or indirectly, any trademark, service mark, trade name,
      copyright, company name or other proprietary or commercial right, which is
      identical or confusingly similar to the Equis Marks.

    


    
      
         

      

      
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    b. Use
      of Equis Marks.
      Marketing Partner will use the Equis Marks exclusively to advertise and promote
      the Products. All advertisements and promotional materials will clearly identify
      Equis as the owner of the Equis Marks and conform to Equis’ trademark and logo
      guidelines which have been provided to Marketing Partner. Before publishing
      or
      disseminating any advertisement or promotional material bearing a Equis Mark,
      Marketing Partner will deliver a sample of the advertisement or promotional
      materials to Equis for prior approval. If Equis notifies Marketing Partner
      that
      the use of the Equis Mark is inappropriate, Marketing Partner will not publish
      or otherwise disseminate the advertisement or promotional materials until they
      have been modified to Equis’ reasonable satisfaction.

     

    c. Infringement.
      Marketing Partner will promptly notify Equis if Marketing Partner learn (i)
      of
      any potential infringement of the Equis Marks by a third party or (ii) that
      the
      use of the Equis Marks may infringe the proprietary rights of a third
      party.

     

    10. TERM
      AND TERMINATION

    


    a. Term.
      This
      agreement will become effective as of the date first set forth above, upon
      its
      execution by Equis and Marketing Partner, and shall remain in effect thereafter
      for a term ending on the date specified in Exhibit A, unless earlier terminated
      under Section 10(b) or 10(c). This Agreement will automatically renew for
      additional terms of one (1) year each, unless either party notifies the other
      in
      writing of its intention not to renew this Agreement at least ninety (90) days
      before the expiration of the initial term or any renewal thereof.

    


    b. Termination
      by Either Party.
      Either
      party will have just cause to terminate this Agreement immediately upon notice
      to the other party, without judicial or administrative notice or resolution,
      upon the occurrence of any termination event specified below or elsewhere in
      this Agreement.

     

    (1) Material Breach.
      The
      other party or any of its employees materially breaches any material obligation
      under this Agreement and fails to cure the breach to the non-breaching party’s
      satisfaction within thirty (30) days after the non-breaching party demands
      its
      cure.

    


    (2) Normal
      Business.
      The
      other party ceases to conduct business in the normal course, becomes insolvent,
      enters into suspension of payments, moratorium, reorganizing or bankruptcy,
      makes a general assignment for the benefit of creditors, admits in writing
      ins
      inability to pay debts as the mature, suffers or permits the appointment of
      a
      receiver for its business or assets, or avails itself of or becomes subject
      to
      any other judicial or administrative proceeding that relates to insolvency
      or
      protection of creditors’ rights.

    


    
      
         

      

      
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    11. CONSEQUENCES
      OF TERMINATION

    


    a. Termination
      Obligations.
      Upon the
      expiration of this Agreement under Section 10(a), above, or its termination
      under Section 10(b), above, all rights granted to Marketing Partner hereunder
      shall immediately cease, and each party shall (i) promptly comply with the
      termination obligations specified below and (ii) otherwise cooperate with the
      other to terminate relations in an orderly manner.

    


    (1) Payments.
      Equis
      shall immediately pay Marketing Partner all Fees that have accrued and remain
      owing to Marketing Partner as of the effective date of such expiration or such
      termination and shall simultaneously furnish Marketing Partner with the written
      accounting under Section 5(c), above. Marketing Partner shall not accrue any
      Fees after the effective date of such expiration or such
      termination.

    


    (2) Products.
      Marketing Partner shall immediately deliver to Equis or its designee all
      Products within Marketing Partner’ possession or control.

    


    (3) Materials. Marketing
      Partner shall, at Equis’s option, destroy or deliver to Equis or its designee
      all items within Marketing Partner’ possession or control that contain any
      Information or that bear an Equis Mark, other that Promotional Literature
      created by Marketing Partner.

    


    b. Survival. The
      provisions of Sections 6, 7, 8, 9, 11, 13, 17, and 18 shall survive the
      expiration or termination of this Agreement.

     

    12. INDEPENDENT
      PARTIES

    


    a. Independent
      Parties. Equis
      and
      Marketing Partner are independent parties and nothing under this Agreement
      shall
      be deemed to make either of them an employee, franchisee, joint venture,
      partner, agent or legal representative of the other. Except as otherwise
      provided in this Agreement, no party shall have the authority, and no party
      shall represent that it has the authority, to act for or in behalf of the other
      or to otherwise bind the other party in any manner whatsoever, including,
      without limitation, the making of any representations or warranties in behalf
      of
      such other party.

    


    13. NOTICES

    


    a. Manner
      of Giving Notice. 
      Any
      notice to be given under this Agreement will be given in writing and may be
      sent
      by telefax, courier, or registered airmail, postage prepaid, to the address
      specified below or to any other address that may be designated by prior notice.
      Any notice or other communication delivered by telefax will be deemed to have
      been received the day it is sent. Any notice or other communication sent by
      courier will be deemed to have been received on the third (3rd)
      day
      after its date of posting. Any notice or other communication sent by registered
      airmail will be deemed to have been received on the seventh (7th)
      business day after its date of posting.

    


    
      
         

      

      
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    b. Notice
      Addresses. The
      addresses for any written notice or written consent under this Agreement shall
      be as follows:

    


    
      
        	If to Equis	If
                to Marketing Partner 
	 	 
	
                Equis International

                90 South 400 West, Suite 620

                Salt Lake City, UT 84101

                Attention: Legal Department

                cc: Patrick Neff

                Telephone: (801) 265-9996

                Fax: (801) 265-3999

              	
                California News Tech

                825 Van Ness Ave #401-407

                San Francisco, CA 96109

                Attention: Marian Munz

                Telephone: (415) 861-3421

                Fax: (415) 358-8853

                Email: mmunz@mediasentiment.com

              



    

     

    14. ASSIGNMENT.

    


    This
      Agreement, and each and every right and obligation under this Agreement, is
      not
      assignable without the other party’s prior, express, written consent; provided
      further, however, that Marketing Partner agrees this Agreement to Reuters Group
      PLC or any of its direct or indirect subsidiaries from time to time. Any
      attempted assignment in violation of this Section 14 shall be void.

    


    15. WAIVER
      AMENDMENT

     

    If
      either
      party delays or fails to exercise any right or remedy under this Agreement,
      such
      party shall not be deemed to have waived such right or remedy. This Agreement
      may be amended, revised or otherwise changed only expressly in a prior writing
      signed by the parties.

    


    16. SEVERABILITY

    


    If
      any
      provision of this Agreement that is not fundamental is found to be illegal
      or
      otherwise unenforceable, such provision shall be severed and shall not cause
      the
      remaining provisions of this Agreement to be unenforceable.

    


    17. GOVERNING
      LAW

     

    This
      Agreement will be deemed to have been executed in the State of New York and
      will
      be governed by and construed in accordance with the laws of the State of New
      York. Marketing Partner and Equis both consent to the non-exclusive jurisdiction
      of the courts of the State of New York or the United States District Court
      for
      the Southern District of New York for the purpose of any action or proceeding
      brought by either party in connection with this Agreement.

    


    
      
         

      

      
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    18. ENTIRE
      AGREEMENT

    


    This
      Agreement sets forth the entire agreement of the parties relating to the subject
      matter hereof and supersedes in their entirety each and every prior proposal,
      understanding, representation or other undertaking or agreement, oral or
      written, pertaining to the subject matter here of

    


    IN
      WITNESS WHEREOF, Equis and Marketing Partner have entered into this Agreement
      as
      of the Effective Date.

    


    Equis
      International Inc.  Marketing
      Partner

     

    
      	By:/s/
              Conal Thompson 	By: /s/
              Marian Munz
	Name:  Conal
              Thompson  	Name: Marian Munz
	Title: President/CEO	Title: President &
              CEO



     

    
      
         

      

      
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    EXHIBIT
      A

    


    1. The
      definition of Programs shall be understood to include the following
      Product(s):

    


    A. Once-off
      Software Product(s)

    


    MetaStock
      for Windows End-of-Day

    MetaStock
      Professional for QuoteCenter

    MetaStock
      Professional for eSignal

    MetaStock
      Professional for QCharts

    MetaStock
      Pro FX

    MetaStock
      Plug-ins

    MetaStock
      Add-ons

    


    B. Data
      Product(s)

    


    DataLink
      Products (End-Of-Day)

    MetaStock
      Subscription for Reuters DataLink Asia

    MetaStock
      Subscription for Reuters DataLink Europe

    MetaStock
      Subscription for Reuters DataLink North America

    Reuters
      DataLink Stocks Asia

    Reuters
      DataLink Stocks Europe

    Reuters
      DataLink Stocks North America

    Reuters
      DataLink Worldwide Futures

    Reuters
      DataLink Worlwide Indices

    


    MetaStock
      QuoteCenter Products (Real Time)

    MetaStock
      QuoteCenter Asia

    MetaStock
      QuoteCenter Europe

    MetaStock
      QuoteCenter North America

    MetaStock
      QuoteCenter Data and News Add-ons

    MetaStock
      Professional Subscription for QuoteCenter

    MetaStock
      Pro FX Subscription for QuoteCenter

    


    2. The
      parties agree to undertake the following marketing activities with respect
      to
      the Products:

    


    (I) Promotion
      of the Products at least once a month via email to Marketing Partner clients
      existing as of the Effective Date of the Agreement and whom Marketing Partner
      believes might gave a need for the Products, (II) Promotion of the Products
      to
      Marketing Partner’ existing and new clients on Marketing Partner’ website. (III)
      Equis shall host and otherwise provide a page at its website, presently located
      at www.equis.com/[wherehear]
      where
      Marketing Partner’ clients can subscribe to the MetaStock Subscription of the
      Reuter Datalink service, and also be able to buy MetaStock once-off. The
      promotion of the Product is intended to be an added value to Marketing Partner’s
      clients, and Equis must agree to the placement of the Product offers ineach
      individual advertisement or mailing piece. Marketing Partner shall seek Equis’
approval to any promotion materials and marketing activity directly or
      indirectly related to any of Equis’ Products.

    


    
      
         

      

      
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    3. Marketing
      Partner shall receive the following monthly fees from Equis in connection with
      Marketing Partner’s marketing activities:

    


    For
      each
      customer who subscribes to the Subscription Products listed on section 1.B.
      of
      this Exhibit A referred to Equis by Marketing Partner (“Customer”), the Fees
      payable by Equis to Marketing Partner under Section 5 of the Agreement shall
      be
      the product of “Net Receipts” multiplied by “Fee Percentage”.

    


    
      	 	
              A.

            	 	
              Net
                Receipts means the gross receipts received by Equis in connection
                with
                each Customer’s Data Product subscription(s), less amounts actually
                refunded by Equis to a Customer due to the Customer’s cancellation of a
                subscription(s) or due to billing
                errors.

            


    

    


    
      	 	
              B.

            	 	
              Datalink
                Products - The
                total “Net Receipts” collected by Equis for the DataLink Products during
                the each calendar month shall be multiplied by the corresponding
                fee
                percentage as set forth below (“Fee Percentage”). The Fee Percentage shall
                be determined by total number of Customers referred to Equis by Marketing
                Partner that are, outside of the trial period, actively subscribing
                to the
                DataLink Products during the month according to the tiered schedule
                below:

            


    

    


    
      	25 to 10	15%
	101 to 250	20%
	251 to 500	25%
	501 and over 	30%



     

    
      	 	 	 	
              Equis
                will have no obligation to pay royalties to Marketing Partner unless
                there
                are at least 25 Customers actively subscribing to the Subscription
                Products; provided that in the twelve months following the date first
                set
                forth above, the minimum of 25 active subscribers will be waived.
                As a
                result, royalties will be paid 15% for each of the customers actively
                subscribing to the Subscription Products in a month up to 100
                Customers.

            


    

    


    
      	 	
              C.

            	 	
              In
                each month, Marketing Partner will earn a one-time variable incentive
                as
                outlined below based on the number of new Customers that sing-up
                for
                Datalink Products during Equis International’s fiscal month. The incentive
                will be in addition to the monthly fees mentioned in paragraph 3.B
                of this
                exhibit A.

            


    

    


    
      	Number of New Subscribers	Monthly Incentive
	 	 
	10 to 20	1%
	21 to 40	2%
	41 to 60	3%
	61 to 80	4%
	81 and above	5%


    

     

    
      
         

      

      
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              D.

            	 	
              MetaStock
                QuoteCenter Products - The
                total “Net Receipts” collected by Equis for the MetaStock QuoteCenter
                Products during the each calendar month shall be multiplied by the
                corresponding fee percentage as set forth below (“Fee Percentage”). The
                Fee Percentage shall be determined by total number of Customers referred
                to Equis by Marketing Partner that are, outside of the trial period,
                actively subscribing to the QuoteCenter Products during the month
                according to the tiered schedule
                below:

            


    

     

    
      	15 to 150	15%
	151 to 500	20%
	 	 
	501 and over 	25%


    

     

    
      	 	 	 	
              Equis
                will have no obligation to pay royalties to Marketing Partner unless
                there
                are at least 15 Customers actively subscribing to the MetaStock
                QuoteCenter Products; provided that in the twelve months following
                the
                date first set forth above, the minimum of 15 active subscribers
                will be
                waived. As a result, royalties will be paid at 15% for each of the
                Customers actively subscribing to the MetaStock QuoteCenter Products
                in a
                month up to 100 Customers.

            


    

    


    
      	 	
              E.

            	 	
              In
                each month, Marketing Partner will earn a one-time variable incentive
                as
                outlined below based on the number of new Customers that sign-up
                for
                MetaStock QuoteCenter Products during Equis International’s fiscal month.
                The incentive will b in addition to the monthly fees mentioned in
                paragraph 3.D of this exhibit A.

            


    

     

    
      	Number of New Subscribers	Monthly Incentive
	 	 
	10 to 20	1%
	21 to 40	2%
	41 to 60	3%
	61 to 80	4%
	81 and above	5%


    

     


    
      	 	
              F.

            	 	
              For
                each customer who purchases a software product listed on section
                1.A. of
                this Exhibit A referred to Equis by Marketing Partner (“Customer”), the
                Fees payable by Equis to Marketing Partner under Section 5 of the
                Agreement shall be the product of “Net Receipts” multiplied by “Fee
                Percentage” as follow:

            


    

     

    
      
        	MetaStock
                Once-off Products	15%
	MetaStock Plug-in	10%
	MetaStock add-on	10%


      

       

    

    
      	 	 	 	
              Equis
                offers its customers an unconditional 30-day money-back guarantee.
                If a
                customer elects to return the Product to Equis, Marketing Partner
                shall
                refund any royalty payments made by Equis to Marketing Partner with
                respect to the Once-Off Product(s) purchased by such
                customer.

            


    

    


    Equis
      will have no obligation to pay royalties to Marketing Partner on any given
      month
      that Marketing Partner fails to fulfill its marketing obligations under this
      agreement.

    


    
      
         

      

      
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    4. TERM

    


    The
      initial term of this Agreement shall be one (1) year from the Effective Date
      of
      this Agreement.