sfgf8k20090427ex10-1.htm


    
      

      

    

    
       

      SOFTWARE
LICENSE AND MAINTENANCE AGREEMENT

       

      THIS SOFTWARE LICENSE AND MAINTENANCE
AGREEMENT (“Agreement”) is made and entered into as of this 27th day of
April 2009 by and between SFG Financial Corp, a/k/a E-Path FX, a Delaware
Corporation whose principal address is 575 Madison Avenue, 8th Floor,
New York, NY 10022  (“Licensor”), and 551 FX IB Associates, LLC a
Delaware Limited Liability Company, whose principal address is located at 575
Madison Avenue, 8th Floor,
New York, NY 10022 (“Licensee”).

       

      WHEREAS, Licensor is the owner of a
certain proprietary trading software known as the “E-Path FX Trading Platform”,
specifically, and variations thereof, along with documentation and related
information, including the intellectual property rights pertaining thereto:
and

       

      WHEREAS, Licensor is the owner of the
computer equipment (the “Hardware”) required for the operation of the Platform
that is located at a single centralized location, specifically at Internap
Inc,76 Ninth Avenue, New York, New York10011; and

       

      WHEREAS, Licensee desires to obtain
from licensor a Non Exclusive, Non Transferrable  license rights and
licenses granted herein to the Platform, for purposes of implementing and
marketing an over-the-counter, (“OTC”) Foreign Currency Exchange Service
utilizing the Platform; and

       

      WHEREAS, Licensor shall convey a Non
Exclusive license to the Licensee solely for Licensee’s use in the field of
foreign exchange transactions only; and

       

      WHEREAS, Licensor is willing to grant
such rights, licenses and options under the terms and conditions of this
agreement;

       

      NOW
THEREFORE, in
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

       

       

      ARTICLE
I

      CERTAIN
DEFINITIONS

       

      For the
purposes of this Agreement:

       

      
        	
                1.1

              	
                “AFFILIATE”
      means, in the case of any corporation, partnership, limited liability
      company or other business or investment entity, a different business
      entity or other individual that directly or indirectly, through one or
      more intermediaries controls, or is controlled by, or is under common
      control with the business entity.

              


      

       

      
        	
                1.2

              	
                “CONFIDENTIAL
      INFORMATION” shall mean, all existing and future information,
      including but not limited to Software documentation, Software training and
      instruction manuals, data, reports, programs, methods, tapes, recorded
      notes, computer-generated data, tests, studies and other written
      documents, computer programs, proprietary trade secrets and know-how,
      Software, Intellectual Property Rights and any and all other information
      embodied in a tangible form relating to and disclosed to the Licensee in
      connection with this Agreement, including but not limited to those related
      to the Licensed Technology. The foregoing items referenced in the
      preceding sentence shall be deemed to be “confidential” within the meaning
      hereof when, and so long as it is not in possession of the Licensee prior
      to the disclosure thereof (except in the event same wrongfully obtained
      by, or wrongly disclosed to the Licensee); or is not then and does not
      become part of the public knowledge and literature through the fault of
      the Licensee.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                1.3

              	
                “DERIVATIVE
      WORK” means any additions, modifications, improvements or
      enhancements based upon or incorporating the Licensed Technology, such as
      modifications, enhancements or any other form in which the Licensed
      Software may be recast, transformed or
adapted.

              


      

       

      
        	
                1.4

              	
                “DOCUMENTATION”
      means documentation developed by Licensor from time to time in printed or
      computer file format relating to the installation or use of the Licensed
      Software.

              


      

       

      
        	
                1.5

              	
                “FIELD OF USE”
      means, and is limited to, the utilization of the Licensed Technology by
      the Licensee for the exclusive purpose of fulfilling Spot FX transactions
      by transmitting market data and orders. The “Field of Use” shall not
      include any functions or applications not expressly described in the
      preceding sentence, but shall include functions or applications developed
      by Licensor to enhance the performance within the “Field of
      Use”.

              


      

       

      
        	
                1.6

              	
                  “INTELLECTUAL PROPERTY
      RIGHTS” means, collectively, all of the following intellectual and
      similar property rights of Licensor, whether or not filed, perfected,
      registered, issued or recorded and whether now or hereafter existing
      including, but not limited to, all: (i) patents, patent applications, and
      patent rights, including any and all continuations, divisions, reissues,
      reexaminations, or extensions thereof; (ii) rights associated with works
      of authorship, including but not limited to copyrights, copyright
      applications and copyright registrations. Moral Rights (as defined below)
      trademarks, trademark applications, service marks, trade dress and mask
      works; (iii) rights relating to the protection of trade secrets, know-how
      and other confidential information including, but not limited to, rights
      in industrial property and all associated information and confidential or
      proprietary information; (iv) industrial design rights; (v) utility
      models, inventions, and/or discoveries; (vi) know-how or other data or
      information, software, databases and all embodiments or fixations thereof;
      (vii) Licenses, documentations, registrations and franchises, and all
      additions, improvements and accessions to , and books and records
      describing or used in connection with, any of the items set forth in the
      preceding clause and (viii) any rights analogous to those set forth in the
      preceding clauses and any other proprietary rights relating to intangible
      property.

              


      

       

      
        	
                1.7

              	
                “LICENSED
      KNOW-HOW” means the proprietary know-how and trade secrets related
      to the Licensed Software and all Intellectual Property Rights with respect
      to the Licensed Software.

              


      

       

      
        	
                1.8

              	
                “LICENSED
      SOFTWARE” means the Platform
Software.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


       

      
        	
                1.9

              	
                “LICENSED
      TECHNOLOGY” means the Licensed Know-How and the Licensed Software,
      collectively.

              


      

       

      
        	
                1.10

              	
                “MORAL RIGHTS”
      means and right of paternity or integrity, any right to claim authorship
      of, to object to or prevent and distortion, mutilation or modification of,
      or other derogatory action in relation to, the subject work, whether or
      not such would be prejudicial to the author’s honor or reputation, to
      withdraw from circulation or control the publication or distribution of
      the subject work, or similar right, existing under judicial or statutory
      law of any county in the world, or under and treaty, regardless of whether
      or not such right is denominated or generally referred to as a “moral”
      right.

              


      

       

      
        	
                1.11

              	
                “PLATFORM
      SOFTWARE” means all Software owned, licensed and/or controlled by
      Licensor necessary for the Licensee to operate “E-Path FX Trading
      Platform” (“Platform”), which provides real-time consolidation of multiple
      Electronic Communication Networks (“ECN”) markets, exchanges, and other
      pools of liquidity for Spot FX (collectively the “Pools of Liquidity”) via
      proprietary processes and front-end user interface for viewing market data
      and trading Spot FX.

              


      

       

      
        	
                1.12

              	
                “SOFTWARE”
      means computer programs and systems, whether embodied in software ,
      firmware or otherwise, including, software compilations, software,
      software implementations of algorithms, software tool sets, compilers, and
      software models and methodologies (regardless of the stage of development
      or completion) including any and all: (a) media on which any of the
      foregoing is recorded; (b) forms in which any of the foregoing is embodied
      (whether in Source Code, Object Code, executable code or human readable
      form); (c) translation, ported versions and modifications or any of the
      foregoing. Source Code means fully documented human-readable source code
      form of the Software, including programmer’s notes and materials and
      documentation, sufficient to allow a reasonably skilled programmer to
      understand the design, logic, structure, functionality, operation and
      features and to use, operate, maintain, modify, support and diagnose
      errors. Object Code means Software in machine-readable form that is
      substantially or entirely in binary form or otherwise directly executable
      by a computer after processing or
linking.

              


      

       

       

      ARTICLE
II

      LICENSE GRANT AND
RESTRICTIONS

      


       

      I.           Licensee
acknowledges and agrees that:

       

      
        	
                 
      

              	
                i.

              	
                The
      Licensed Technology is comprised of Licensor’s trade secrets and other
      proprietary, confidential information;
and

              


      

       

      
        	
                 
      

              	
                ii.

              	
                Licensee
      will not sell, lease, lend, transfer, assign, hypothecate, or otherwise
      distribute the licensed programs to any third party for use in the field
      of foreign exchange transactions unless the Licensee receives specific
      approval of the Licensor.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                iii.

              	
                Licensor
      hereby, subject to the terms and conditions of this
      Agreement  and provided that Licensee makes payments to Licensor
      as required under this Agreement,  grants to Licensee a
      non-exclusive license to utilize Licensed Technology solely in the Field
      of Use and subject to the additional restrictions set forth below and
      otherwise in this License
Agreement.

              


      

       

      
        	
                 
      

              	
                iv.

              	
                It
      is hereby acknowledged by Licensor, that Licensee desires to make use of
      the Licensed Technology to access consolidated market data and to enter
      orders for trading Spot FX.

              


      

       

      
        	
                 
      

              	
                v.

              	
                The
      Licensee’s rights to access and use the Licensed Technology is limited to
      Licensor’s operating hours, on days that the foreign exchange markets are
      open for trading (“FX”) (“Market Day”).  At the end of the
      Licensor’s operating hours or each market day the system will
      automatically transmit cancellation messages for each open ticket that is
      processed on the system or on any of the Pools of Liquidity at that
      time.  There is no guarantee that these cancellations of the
      open tickets, nor that such tickets will not result in executions outside
      of the Licensor’s operating hours.  The Licensee will be
      responsible for immediately reporting to the Licensor any apparent failure
      of either transmissions or other system failure or
  delays.

              


      

       

      
        	
                 
      

              	
                vi.

              	
                The
      Licensee will use the Licensed Technology only for (i)
      receiving market data, and (ii) entering trading tickets in the ordinary
      course of the Licensee’s business
activities.

              


      

       

      The
licensee will not use the Licensed Technology or permit the use of the Licensed
Technology for any illegal purpose, and will use the Licensed Technology only in
accordance with the terms of this License Agreement.

       

      
        	
                 
      

              	
                vii.

              	
                The
      Licensee acknowledges and understands neither, the Licensor, nor any of
      its respective affiliates, employees, officers or agents shall assume any
      responsibility or liability for the system’s operations, involving the
      operations of any equipment, (including but not limited to computer
      equipment or peripherals, server equipment, communication equipment and
      data lines, all such equipment, collectively referred to herein as the
      “Equipment”).

              


      

       

      Licensor,
specifically and without limiting any of the foregoing assumes neither,
responsibility or liability for the availability, timeliness or accuracy of the
system or any equipment, regardless of whether or not the equipment was
recommended, selected, is contained for, or is located on the Licensor’s
premises.

       

      The
Licensee has independently evaluated the system, and has concluded that use of
the system confers a significant benefit to the Licensee.  Accordingly
the Licensee hereby assumes all liabilities and risks associated with the use of
the system and equipment, except for direct damages arising from gross
negligence or willful misconduct of the Licensor.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                viii.

              	
                The
      Licensee acknowledges and understands that accessing the Licensed
      Technology triggers and constitutes a renewed assumption of such
      liabilities and risk.

              


      

       

      
        	
                 
      

              	
                i.

              	
                The
      Licensee agrees that neither the Licensor, nor any of its respective
      affiliates, employees, officers, or agents, shall be liable for any loss,
      damage, cost or expense, (direct or indirect) except for
      direct damages arising from the gross negligence of willful misconduct of
      the Licensor.

              


      

       

      
        	
                 
      

              	
                ii.

              	
                Licensor
      shall assume no liability, both contingent and otherwise, which may arise
      out of or be in any way related to the following; (a) furnishing,
      performance, maintenance, use of, or inability to use all or any part of
      the system, (b) any fault in the delivery or operation of the system, (c)
      suspension or termination of the Licensee’s ability to use all or part of
      the system, or any inaccuracies or omissions in any information or
      documentation provided, (d) any failure or delay suffered or allegedly
      suffered by Licensee in initiating and terminating trades, (e) the
      termination of all or part of this Licensee Agreement by the Licensor, (f)
      the termination or modification of any and all parts of the
      License.

              


      

       

      The
foregoing shall apply regardless of whether a claim arises in contract, tort,
negligence, strict liability or otherwise.

       

      II.  Additional Restrictions.
The Licensee expressly agrees and acknowledges that, notwithstanding anything
herein to the contrary, Licensee is not licensed to, and Licensee expressly
agrees that it shall not(and shall not permit any third party to);

       

      
        	
                 
      

              	
                (a)

              	
                use
      the Licensed Technology (all or any portion thereof) other than within the
      scope of the license granted by Licensor under this
    Agreement;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                disclose
      any Licensed Technology to, or permit the use or access of any Licensed
      Technology by, any third party for any reason without the prior written
      consent of Licensor;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                sublicense,
      assign, lease, transfer or distribute any Licensed Technology, or operate
      and Licensed Technology for timesharing, rental, outsourcing, or service
      bureau operations, or to train persons (other than employees of the
      Licensee on the use of any Licensed Technology solely in the Field of
      Use);

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (d)

              	
                create
      or develop, and/or allow any third party to create or develop, any
      Derivative Work of any Licensed
Technology;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                disclose
      any Licensed Technology to, or permit the use or access of any Licensed
      Technology by any individuals other than the employees of the Licensee for
      use in the Field of Use.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                directly
      or indirectly, reverse engineer, reverse assemble, disassemble or
      decompile all and/or  part of the Licensed Technology, or
      otherwise attempt to discover any source code, algorithms, trade secrets
      or other proprietary rights embedded in or relating to the Licensed
      Technology by any means whatsoever (except and solely to the extent that
      applicable law prohibits reverse engineering restrictions), nor shall it
      knowingly permit any other individual or corporation, association,
      partnership, limited liability Licensee, joint venture, joint stock or
      other Licensee, business trust, trust, organization, governmental
      authority or other entity of any kind to do
so.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Modify,
      alter, improve and/or change in any manner all and/or any portion of the
      Licensed Technology in any manner without the prior written consent of
      Licensor.

              


      

       

      In
addition, Licensor acknowledges and agrees that, except to the extent necessary
for Licensee to exercise its rights under the license granted in this Agreement,
Licensee is not being granted, and will not hold, any other intellectual
property rights of Licensor whatsoever. Licensee’s rights in the Licensed
Technology are hereby limited to the license rights expressly granted to
Licensee under this Agreement and all rights not expressly granted to Licensee
herein are expressly reserved and retained by Licensor. Licensee acknowledges
that the grant of the license set forth in this Section is a non-exclusive
license and that the Licensor shall have the right to use and to license to
other parties the Licensed Technology for any purpose and in any manner as
Licensor may determine in its sole discretion.

       

      Licensee
acknowledges and agrees that the restrictions set forth in this Section,
constitute a material inducement and consideration for Licensor’s willingness to
grant the license set forth herein. Any failure of Licensee to adhere to these
restrictions will constitute a material failure of consideration and material
breach of this Agreement that will entitle Licensor to terminate this Agreement
and all Licensee’s rights and licenses hereunder upon written notice to Licensee
in accordance with the provisions of this Agreement.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ARTICLE
III

      OWNERSHIP

      


      Licensee
acknowledges that Licensor owns all right, title, and interest in and to the
Licensed Technology and all Intellectual Property Rights therein. Licensee will
not delete or in any manner alter the copyright, or other proprietary rights,
notices of Licensor appearing on or in the Licensed Technology as delivered to
Licensee. Licensee will not copy or reproduce the Licensed Technology (including
Derivative Works of Licensed Technology), in whole or in part without the prior
written consent of Licensor. To the extent Licensee is provided reproduction
rights pursuant to such written consent, Licensee must reproduce on each copy of
any Software related to the Licensed Technology, all copyrights, patent, or
trademark notice, and any other proprietary legends that were provided in the
originals. In addition, Licensee will use its reasonable efforts to protect
Intellectual Property Rights in the Licensed Technology and will report promptly
to Licensor any infringement of such rights of which the Licensee becomes aware.
Licensor reserves the right at its discretion to assert claims against third
parties for the infringement or misappropriation of Licensor’s Intellectual;
Property Rights in the Licensed Technology and to retain all compensation,
damages and other amount payable to Licensor with regard to such infringement or
misappropriation therein.

       

      


      ARTICLE
IV

      TERM

      


      I           Subject
to termination pursuant to this Agreement, the Non Exclusive license granted by
Licensor to Licensee shall be for an initial period of 36 months, commencing
from the acceptance date, (the “Initial Period”). The Agreement may be renewed
for an additional period of seven (7) years at the option of the Licensor. Upon
any breach by Licensee of any representation, warranty, covenant and/or
obligation hereunder, the Licensor may immediately terminate this Agreement and
prohibit the Licensee’s use of any and/or all of the Licensed Technology. In the
event of such immediate termination Licensor shall retain all of it rights under
this Agreement and applicable law including but not limited to the right to
receive payments for all trades performed using the Licensed
Technology.

       

      II           The
Initial Period shall be extended by mutual written of the parties within 45 days
of the close of the Initial Period.

       

      III          Any
additional extension of this License Agreement will be by mutual agreement in
writing.

       

      ARTICLE
V

      LICENSEE FEE, TAXES, AND
TERM

       

      I          
 As consideration for the Licensee to use the licensed programs and
software system as set forth in this agreement, Licensee shall pay to Licensor
the Non Exclusive license fee as set forth below.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (a)           Form of
Payment:

       

      Licensee
shall remit to Licensor, contemporaneous with the execution of this Agreement,
an Initial
Payment of $35,000.00 which has
previously been advanced by Licensee to the Licensor.

       

      All
payments provided for in this Agreement are exclusive of, (and Licensee shall
pay) all taxes, customs, duties, insurance, shipping, and other
charges.  Payments made to Licensor shall be in United States
Dollars.

       

      (b)           Taxes:

       

      All taxes
in connection with this Agreement including foreign or domestic sales, use,
personal property, excise, or other similar taxes, duties, and charges that may
become due as a result of sales of the Platform, however, designated, which
charges shall be paid directly by Licensee.

       

      
        	
                 
      

              	
                (c)

              	
                Option

              


      

       

      
        	
                 
      

              	
                The
      Licensor shall grant to the Licensee a six month option (the “Option”) to
      purchase up to 3,333,333 shares of its common stock. If the Option is
      exercised in part or in whole on or before June 30, 2009, the exercise
      price of the Option shall be $0.15. However, if the Option is exercised
      after July 1, 2009, the exercise price of the Option shall be $0.20. The
      Licensor acknowledges that to date the Licensee has advanced the aggregate
      sum of $63,309, of which $28,309 shall be applied against the partial
      exercise of the Option. Additional sums advanced to SFG, prior to the
      execution of this Agreement, and subsequent to the execution of this
      Agreement shall be detailed in Schedule “A” and annexed hereto and will be
      applied consistent with the terms of  the Option granted
      pursuant to this section.

              


      

       

      USER FEES – Non-Exclusive User Fee and
Pay Periods

       

      
        	
                 
      

              	
                II.

              	
                As
      compensation for the Licensee to use the Licensed Technology during the
      Initial Period, Licensee shall pay to  Licensor, the following
      user fees:

              


      

       

      Charges and Payment
Terms


       

      
        
          	
                  Monthly
      Notional

                  Volume
      bands

                  (US$bn)
      traded on

                  Platform by
      Licensee

                	
                  Payments to
      Licensor

                   Fee
      rate per US$1million

                  traded

                  (for
      each one-way part

                  of
      the trade)

                
	
                  0-10

                	
                  US$7.50

                
	
                  10-20

                	
                  US$7.00

                
	
                  20-30

                	
                  US$6.00

                
	
                  30-50

                	
                  US$5.50

                
	
                  50+

                	
                  US$5.00

                


        

      

      


       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                i.

              	
                For
      the purpose of this Agreement:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                “Monthly
      Notional Volume” means the US$ (US Dollar) equivalent of the primary
      currency traded Client turnover, provided that US$ (US Dollar) conversion
      should be made based upon the monthly revaluation rate (last business day)
      and volume should be rounded to the nearest million;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                For
      the avoidance of doubt, if any of the Monthly Notional Volume is reached
      in one relevant month, the fee rate per trade applicable to the highest
      Monthly Notional Volume band reached in that month shall apply to all
      trades (each way) in that month; not just to the
      trades within a particular band.  For example, if in any given
      month the Monthly Notional volume traded is (US$10.1 billion), the fee
      rate per (US$1 million trade will be US$7 for the entire amount of US$10.1
      billion.

              


      

       

      
        	
                 
      

              	
                III.

              	
                Time
      of Payment 

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Each
      payment for a particular calendar month shall be due no later than the
      (20th)
      day of the subsequent calendar
month.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Licensee shall calculate the license fee payable to the Licensor for each
      month based on the Monthly Notional Volume bands for that pay period and
      shall pay the Licensor accordingly. In no event shall the amount payable
      by the Licensor be less than the amount recorded by the Licensee as being
      traded with the Licensed Technology multiplied by the applicable Fees set
      forth above.

              


      

       

      
        	
                 
      

              	
                IV.

              	
                Record Keeping and
      Reports

              


      

       

      
        	
                 
      

              	
                (a)

              	
                As
      a condition of Licensee receiving the grant of a license herein, Licensee
      agrees to maintain reasonable records relating to all trades conducted
      through the Licensed Technology and all other uses of the Licensed
      Technology by the Licensee under this Agreement.  Licensee shall
      prepare and submit summary quarterly reports to Licensor no later than 20
      days following the last business day of each calendar quarter, which
      reports must specify a complete record of usage of the Licensed Technology
      by the Licensee and shall accompany the payments made to
      Licensor.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Licensee
      agrees to allow an independent Certified Public Accountant or other Audit
      Professional, (selected by mutual agreement) to audit and analyze
      appropriate accounting records to ensure compliance with all terms of this
      Agreement.  Any such audit shall be permitted by Licensee within
      30 days of Licensee’s receipt of a written request of
      Licensor.

              


      

       

      The cost
of the audit will be borne by Licensor unless a discrepancy of more than
five-percent (5%) is discovered, in which case the cost of the audit shall be
borne by Licensee.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                V.

              	
                Enhancements:
      Supplemental Payments

              


      

       

      
        	
                 
      

              	
                I.

              	
                During
      the term of the non-exclusive license agreement, Licensor shall receive
      from Licensee one third (33%) of the gross amounts earned by the Licensee
      from third parties applicable to the following areas of the Licensed
      Technology usage (if any), (“Supplemental
  Payments”):

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Clearing
      fees

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Banking
      Rebates (“give-up fees”)

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Processing
      of half pips

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Swap
      rates (swap interest rate
differential)

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Currency
      spreads

              


      

       

      Supplemental
Payments will be paid by the Licensee to the Licensor within (10) days of
receipt of said payments by the Licensee from third parties

       

      
        	
                 
      

              	
                II.

              	
                Shares

              


      

       

      (a)           Simultaneously
with the execution hereof, the Licensor shall issue to the Licensee 350,000
shares of its common stock as a bonus.

      


      (b)           Rebate
Shares. During the period commencing on the Acceptance Date through the thirty
six (36th) month
anniversary of this Agreement, the Licensor shall remit to Licensee a series of
rebates based upon the amount of Notional Volumes traded on the EPath FX Trading
Platform by Licensee. The computation of the rebates received by Licensee shall
be expressed as a fixed percentage (15%) of Billable Platform Fees paid by
Licensee to Licensor. The rebates shall be payable in shares of Licensor’s
Common Stock; priced at $.25 cents per share. The amount of rebates earned by
Licensee shall be calculated for each tranche of 30 Billion of Notional Volume
traded in the EPath FX Platform by Licensee. The amount of shares earned by
Licensee shall terminate at the earlier of, the expiration of the term of this
Agreement or the receipt of Six (6,000,000) Million shares of Licensor’s common
stock by Licensee.

      


      By way of
illustration, if the Licensee trades 30 Billion of Notional Volume on the
Platform, with a Billable Platform Fee of $279,000. The rebate to Licensee will
be calculated as follows:

      Rebate =
15% of $279,000 = $41,850;

      Shares of
Licensor representing $41,850/$.25 = 167,400 shares of
Licensor.



      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      ARTICLE
VI

      SUB LICENSE
AGREEMENT

       

       

      Licensee
agrees it shall not exchange, lease, sublease, distribute, assign, sell or
otherwise transfer in any manner any right and/or interest incident to the
License Technology to any third party under any circumstances, without the prior
written consent of the Licensor.

       

      


       

      ARTICLE
VII

      TECHNICAL SUPPORT
SERVICES

      


       

      (a)                  The
Licensor shall provide Technical Support Services relating to the maintenance
and support of the Software and the Licensee shall pay the Licensor $2,500 per
month for such Technical Support Services.

       

      (b)                  The
Licensee may request that the Licensor performs further development and
customization work for creating a unique client front end and other enhancements
to the Platform Software after the effective date.  In the event the
Licensee desires such services, the Licensee must agree in writing to a price
and the terms for such services based upon the scope of the work requested by
Licensee. Until such an agreement is entered into in writing, the Licensor shall
have no obligation to perform such work.

       

      (c)                  The
parties agree that (except for the customization work) (above) all future
enhancements to the Software, including any new Revisions, Versions, updates to,
or any other non-customized development work regarding the Software (which the
Licensee may accept or decline) shall be provided to the Licensee during the
term of this Agreement at no additional cost.

       

      (d)                  Except
for the Charges set forth above, there shall be no additional fees payable by
the Licensee to the Licensor for technical support services pursuant to this
Agreement, unless the parties agree to the contrary in writing.

       

      (e)                  Licensee
and Licensor Responsibilities

       

      
        	
                 
      

              	
                i.

              	
                The
      Licensor shall provide customer support to Licensee on terms and
      conditions set forth herein below.

              


      

       

      
        	
                 
      

              	
                ii.

              	
                The
      Licensee agrees to notify the Licensor in writing (including by email) or
      telephone promptly following the discovery of any
      Error.  Further, upon discovery of such an Error, Licensee
      agrees, if requested by the Licensor, to submit to the Licensor a list of
      output and any other data that the Licensor may reasonably require to
      reproduce the Error (to the extent reasonably available to the Licensee)
      and the operating conditions under which the Error occurred or was
      discovered.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                iii.

              	
                If
      required by the Licensee, the Licensor product managers and engineers will
      host free Web-based training seminars covering a variety of topics to
      facilitate the use of the Software.  These seminars will be
      broadcast on a periodic basis, provided, however, that the Licensor is
      under no obligation to provide them on any specific
    schedule.

              


      

       

      
        	
                 
      

              	
                iv.

              	
                Any
      software, modules, or other methods of communication developed by the
      Licensor in performing duties under this Agreement shall be kept secure
      from access by the unauthorized third parties.  Any failure of
      such security shall be deemed, notwithstanding anything to the contrary, a
      failure of the Primary Function of the
Software.

              


      

       

      (f)           Error
Corrections.  During the term of this Agreement, the Licensor
shall use commercially reasonable efforts to provide Error Corrections for
Errors in the Software reported by Licensee to the Licensor.

       

      (g)           Revisions.  During
the term of this Agreement, the Licensor shall make available to Licensee any
Revisions of the Software or Documentation at no extra charge, subject to
limitations explicitly set forth in this Agreement.  The Licensor will
make such available to the Licensee when the Licensor makes such Revisions
generally available to its other licensees.

       

      (h)           Limitations.  The
Licensor shall have no obligation under this Agreement to make any
modifications, Revisions, or Error Corrections, other than those required to
conform to the requirements of the Specifications and this
Agreement.  Notwithstanding the foregoing, the Licensor shall have no
obligation under this Agreement to correct Errors which result from the breach
by Licensee of this Agreement, or which cannot be remedied due to any
modifications of the Software made by Licensee or any third party without
authorization from the Licensor.  If the Licensor agrees to remedy any
errors or problems not covered by the terms of this Agreement, Licensee shall
pay the Licensor for all such work performed at the Licensor’s then-current
standard rates.  Licensee acknowledges that the Licensor is under no
obligation to perform services with respect to any hardware or any software
which is not the Software.

       

       

      ARTICLE
VIII

      CONTACT
INFORMATION

       

      


       

      Licensor
Information:

       

      
        
          	
                  Account
      Manager:

                	
                  Michael
      C. Caska

                  Telephone:
      917-226-9630

                  Fax:
      646-607-9711

                  E-mail:
      mcaska@caskaco.com

                
	
                  Billing:

                	
                  Michael
      C. Caska

                  Telephone:
      917-226-9630

                  Fax:
      646-607-9711

                  E-mail:
      mcaska@caskaco.com

                
	
                  Tech
      Support:

                	
                  Michael
      C. Caska

                  Telephone:
      917-226-9630

                  Fax:
      646-607-9711

                  E-mail:
      mcaska@caskaco.com

                
	
                  Written
      Notices:

                	
                  SFG
      Financial Corporation

                  575
      Madison Avenue, 8th
      Floor,

                  New
      York, NY 10022

                  Att:
      Michael C. Caska

                   

                   

                


        

      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Licensee
Information:

       

      
        
          	
                  Account
      Manager:

                	
                  Name:
      Fred Miller

                  Telephone
      212-605-0200

                  Fax:
      212-605-0222

                  E-mail:_____________________________

                
	
                  Billing:

                	
                  Name:
      Fred Miller

                  Telephone
      212-605-0200

                  Fax:
      212-605-0222

                  E-mail:_____________________________

                
	
                  Written
      Notices:

                	
                  551
      FX IB Associates LLC

                  575
      Madison Avenue, 8th
      Floor,

                  New
      York, NY 10022

                  Att:
      Fred Miller

                   

                


        

      

      


       

      


       

      ARTICLE
VIX

      WARRANTY
DISCLAIMER

       

               THE
LICENSED TECHNOLOGY IS PROVIDED ON AN "AS IS" BASIS WITHOUT  WARRANTY
OF ANY KIND AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES CONCERNING THE LICENSED
TECHNOLOGY, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR
PURPOSE , COMPLETENESS, USE,
ACCURACY AND/OR  TITLE. LICENSOR DOES NOT WARRANT THAT THE
LICENSED TECHNOLOGY IS ERROR-FREE OR THAT IT WILL MEET LICENSEE'S REQUIREMENTS
OR THAT THE OPERATION OF THE  LICENSED TECHNOLOGY WILL BE
UNINTERRUPTED,TIMELY SECURE OR ERROR-FREE, OR THAT ERRORS IN THE LICENSED
TECHNOLOGY OR NONCONFORMITY TO ITS DOCUMENTATION CAN OR WILL BE
CORRECTED.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ARTICLE
X

      CONFIDENTIAL INFORMATION/NON
SOLICITATION

       

      (a)           NONDISCLOSURE.
The Licensee shall not disclose, publish, or disseminate the Confidential
Information to anyone other than the Licensee’s employees with a need to know
and who have agreed in writing to be bound by the confidentiality provisions of
this Section, or as may be required by legal process. The Licensee agrees to use
the same degree of care with respect to the Confidential Information that it
takes to hold in confidence its own most valuable proprietary information, but
not less than reasonable care, to prevent any unauthorized use, disclosure,
publication, or dissemination of the
Confidential  Information.  The Licensee agrees to accept
and use the Confidential Information only for the purpose of carrying out its
authorized activities under this Agreement. In the event the Licensee is
required to disclose the Confidential Information by an order of a court or
governmental agency, then the Licensee shall first give written notice to
Licensor to allow Licensor to make a reasonable effort to obtain a protective
order or other confidential treatment for the Confidential
Information.

       

      (b)           NON
SOLICITATION. During the Term of
this Agreement and during
the three year period after the expiration or
termination of this Agreement, the Licensee will not solicit any person employed by
Licensor and/or its Affiliates to leave his or
her employment with Licensor. For purpose of this Article the
term “Solicit” means
any affirmative recruitment specifically aimed at one or more individuals
identified by name, title or affiliation, but shall not mean generally
advertising job openings or any activities that constitute follow-up to
individuals who respond to job opening advertisements or who voluntarily
initiate employment inquiries.

       

       

      ARTICLE
XI

      INJUNCTIVE
RELIEF

      


      Licensee acknowledges that (i) any
breach of its obligations under this Agreement with respect to the Licensed
Technology, the Licensed Know-How Rights, , the disclosure of Confidential
Information and/or the  Non Solicitation of Licensor Employees; (ii)
any failure by Licensee to use Licensed Technology strictly in accordance with
the license rights granted to Licensee under this Agreement and/or (iii) any
breach of its obligations under the additional restrictions contained in this
Agreement,  will cause Licensor irreparable injury for which there are
inadequate remedies at law, and therefore, Licensor will be entitled to
equitable relief without the posting of any bond or indemnity (including but not
limited to injunctive relief and the remedy of specific performance) in addition
to all other rights and remedies provided by this Agreement or available at
law.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ARTICLE
XII

      INDEMNITY

      


      Licensee will be solely responsible for
any commercial or legal liability that may arise as a result of Licensee's
exercise of any of the license rights granted by Licensor to Licensee under this
Agreement, and Licensee shall defend, indemnify, and hold Licensor harmless from
and against any and all suits, claims, proceedings, judgments, awards, damages,
loss, liability, cost and expenses (including without limitation reasonable
attorney's fees and other related costs) that are incurred or suffered by
Licensor or any of its affiliates, directors, officers, employees, or agents to
the extent they arise or result, directly or indirectly, from (i) Licensee's
exercise of any license or other rights granted to Licensee under this
Agreement; (ii) the conduct of Licensee's business directly or through any
affiliate of Licensee and/or (iii) the breach by the License of any
representation, warranty, obligation, restriction, term and/or covenant under
this Agreement.

       

      ARTICLE
XIII

      EXCLUSION OF DAMAGES;
LIMITATION OF LIABILITY

      


       

      (a)           IN
NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT
LIMITATION LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF ANY
OF  THE LICENSED TECHNOLOGY, WHETHER SUCH LIABILITY ARISES FROM ANY
CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY BREACH OR FAILURE OF
EXPRESS OR IMPLIED WARRANTY OR CONDITION, MISREPRESENTATION OR OTHERWISE,
AND WHETHER OR NOT LICENSORHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
DAMAGE (INCLUDING, BUT NOT LIMITED
TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE LICENSED
TECHNOLOGY, INTERRUPTION IN
USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OR OTHER
ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR
CONDITION, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY
IN TORT, OR OTHERWISE

       

      UNDER NO CIRCUMSTANCE SHALL LICENSOR BE LIABLE FOR ANY ACTIONS, CLAIMS OR THE
LIKE BY LICENSEE OR ANY THIRD PARTY THAT THE USE OF THE LICENSED TECHNOLOGY HAS
RESULTED, RESULTS OR MAY RESULT IN ANY INFRINGEMENT, DEPRIVATION OR VIOLATION OF
THE INTELLECTUAL PROPERTY,
CONSTITUTIONAL, STATUTORY, CONTRACTUAL, COMMON LAW OR OTHER RIGHTS OF ANY
PERSON

       

      (b)           IN
NO EVENT SHALL LICENSOR'S AGGREGATE CUMULATIVE TOTAL LIABILITY UNDER THIS
AGREEMENT EXCEED ONE HALF OF THE AMOUNT PAID BY THE LICENSEE TO Licensor
HEREUNDER.

       

      (c)           THIS
SECTION IS A MATERIAL INDUCEMENT TO AND CONDITION FOR
LICENSOR  ENTERING INTO THIS AGREEMENT.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ARTICLE
XIX

      INSOLVENCY

      


      Either
party shall have the right to terminate this Agreement immediately upon notice
to the other party if the other party: (a) becomes the subject of a voluntary
petition in bankruptcy or any voluntary proceeding relating to insolvency,
receivership, liquidation, or composition for the benefit of creditors; or (b)
becomes the subject of an involuntary petition in bankruptcy or any involuntary
proceeding relating to insolvency, receivership, liquidation, or composition for
the benefit of creditors, if such petition or proceeding is not dismissed within
sixty (60) days of filing.

       

      ARTICLE
XX

      CERTAIN OTHER EVENTS OF
TERMINATION

      


      (a)           Upon
the occurrence of any Change of Control (as defined below) this Agreement and
all Licensee's rights and licenses hereunder shall automatically terminate
unless, prior to the occurrence of such Change of Control, Licensor has
consented to such Change of Control in a writing executed by an officer of
Licensor; provided that Licensor will not unreasonably withhold its consent to
the consummation of a Change of Control. For purposes of the preceding sentence,
Licensor will be deemed to have reasonably withheld its consent to a Change of
Control if  any person or entity who would acquire direct or indirect
control (as defined below) of Licensee pursuant to such Change of Control then
conducts a business that is directly or indirectly competitive with a business
then conducted by Licensor or any of its Affiliates and/or Licensor reasonably
believes that Licensor’s interests will be adversely effected by the continuing
of this Agreement upon such  a Change in Control. As used herein, the
term "CHANGE OF CONTROL" means: (i) a transaction or series of related
transactions that results in the sale or other disposition of all or
substantially all of Licensee's assets; or (ii) a merger or consolidation in
which Licensee is not the surviving corporation or in which, if Licensee is the
surviving corporation, the shareholders of Licensee immediately prior to the
consummation of such merger or consolidation do not, immediately after
consummation of such merger or consolidation, own stock or other securities of
Licensee that possess a majority of the voting power of all Licensee's
outstanding  stock and other securities and the power to elect a
majority of the members of Licensee's board of directors; or (iii) a transaction
or series of related transactions (which may include without limitation a tender
offer for Licensee's stock or the issuance, sale or exchange of stock of
Licensee) if the shareholders of Licensee immediately prior to the initial such
transaction do not, immediately after consummation of such transaction or any of
such related transactions, own stock or other securities of Licensee that
possess a majority of the voting power of all Licensee's outstanding stock and
other securities and the power to elect a majority of the members of Licensee's
board of directors. As used herein, the term "CONTROL" (including, with
correlative meanings, the terms, "CONTROLS" "CONTROLLING", "CONTROLLED BY" or
"UNDER COMMON CONTROL WITH") with respect to a designated person means the
possession, directly or indirectly, of the power to vote a majority of the
securities having voting power for the election of directors (or other persons
acting in similar capacities) of such person or otherwise to direct or cause the
direction of the management and policies of such person, whether through the
ownership of voting securities, by contract or otherwise.

       

      (b)  In the event Licensee winds up, dissolves or
otherwise ceases doing business, Licensor shall be entitled to terminate this
Agreement immediately upon written notice to Licensee.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      ARTICLE
XXI

      EFFECT OF
TERMINATION

      


      Upon
termination of this Agreement: for any reason (a) the rights and licenses
granted to Licensee pursuant to this Agreement will automatically terminate, and
(b) Licensee shall, within five (5) days, ship to Licensor all Licensed
Technology, API’s Documentation with respect to the Licensed Technology and
other Confidential Information in Licensee’s possession or control, and an
officer of Licensee shall certify in writing that Licensee as complied with the
provisions of this Section. All of the Licensor’s rights under this Agreement
shall survive termination of this Agreement.

      


       

      ARTICLE
XXII

      RIGHT OF FIRST
REFUSAL

      


      During
the term of this Agreement, the Licensor shall have the right (the “Right of
First Refusal”), for a period (the "Exercise Period") expiring at 11:59 PM
(Eastern Time) on the fifth (5th) business day after the giving of written
notice by the Licensee that it has received a bonafide offer from a third party
to (ii) purchase all or substantially all of the assets of Licensee; or (ii) to
engage in a merger or consolidation in which Licensee is not the surviving
corporation or in which, if Licensee is the surviving corporation, the owners of
Licensee immediately prior to the consummation of such merger or consolidation
do not, immediately after consummation of such merger or consolidation, own
stock or other securities of Licensee that possess a majority of the voting
power of all Licensee's outstanding  stock and other securities and
the power to elect a majority of the members of Licensee's board of
directors.

      


       

      In the
event the Licensor declines or fails to exercise in full the Right of First
Refusal before the expiration of the Exercise Period, the Licensee shall have
the right to consummate the transaction with the third party.

       

      ARTICLE
XXIII

      NON EXCLUSIVE
REMEDY

      


      Termination
of this Agreement by either party will be a nonexclusive remedy for breach and
will be without prejudice to any other right or remedy of such
party.

      


       NO
DAMAGES FOR TERMINATION. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR DAMAGES
OF ANY KIND, INCLUDING WITHOUT LIMITATION INCIDENTAL OR CONSEQUENTIAL DAMAGES,
DAMAGES FOR THE LOSS OF GOODWILL, PROSPECTIVE PROFITS OR ANTICIPATED INCOME, OR
DAMAGES RESULTING FROM ANY EXPENDITURES, INVESTMENTS, LEASES OR COMMITMENTS MADE
BY EITHER PARTY ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN
ACCORDANCE WITH ITS TERMS.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      ARTICLE
XXIV

      GENERAL
PROVISIONS

       

      (a)           GOVERNING
LAW. The parties agree that it is to their mutual benefit that their respective
rights and obligations under this Agreement are guided by, and their disputes
hereunder are determined in accordance with, a well developed body of
law.  Accordingly, the parties agree that the validity, interpretation
and legal effect of this Agreement shall be governed by the internal laws of the
State of New York, U.S.A., applicable to contracts entered in and performed
entirely within the State of New York, U.S.A. without regard to any conflict of
law principles. The parties agree that any legal suit, action or proceeding
arising out of or relating to this Agreement must be instituted in the City of
New York, State of New York, and the parties  each (i) irrevocably
submits to the exclusive jurisdiction of the United States District Court for
the Southern District of New York, or any court of the State of New York, and
(ii) waives any objection to the venue of any such suit, action or proceeding
and any claim relating to forum non conveniens.  In any such suit,
action, or proceeding, any summons, order to show cause, writ, judgment, decree
or other process may be delivered to the parties outside the State of New York
or outside the United States and when so delivered, such party shall be subject
to the jurisdiction of such court, and amenable to the process so delivered as
though the same had been served within the State of New York but outside the
county in which such suit, action or proceeding is pending.

      


                 (b)           COMPLIANCE
WITH LAWS. Licensee agrees to comply in all material respects with all
applicable laws, rules, and regulations in connection with its activities under
this Agreement, including without limitation, any applicable export controls
imposed by the U.S. Export Administration Act of 1978, as amended (the "ACT")
and the regulations promulgated under the Act.

      


                 (c)           ASSIGNMENT.
Licensee may not assign this Agreement or assign, sublicense and/or transfer in
any manner its license rights hereunder in whole or in part without Licensor's
prior written consent. Any attempt to assign this Agreement or assign,
sublicense and/or transfer in any manner  Licensee's license rights
hereunder without such consent will be void and of no effect. For purposes of
this Agreement, any Change of Control (as defined in Section 13.4(a)) shall be
governed by the provisions of the section entitled Change Of Control and not the
provisions of this Section Subject to the terms of this Section, this Agreement
will bind and inure to the benefit of the parties and their respective
successors and permitted assigns.

      


                 (d)           ATTORNEYS'
FEES. In the event that any action or proceeding is brought in connection with
this Agreement, the prevailing party shall be entitled to recover its costs and
reasonable attorneys' fees following a final judgment.

      


                 (e)           SEVERABILITY.
If for any reason a court of competent jurisdiction finds any provision of this
Agreement invalid or unenforceable, then that provision of the Agreement will
not be voided, but rather will be enforced to the maximum extent legally
permissible and the other provisions of this Agreement will remain in full force
and effect.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      (f)           INDEPENDENT
CONTRACTOR. The parties to this Agreement are independent contractors and this
Agreement will not establish any relationship of partnership, joint venture,
employment, franchise, or agency between the parties. Neither party will have
the power to bind the other or incur obligations on the other's behalf without
the other's prior written consent.

      


      (g)           NOTICES.
All notices required or permitted under this Agreement will be in writing and
delivered by confirmed facsimile transmission, by courier or overnight delivery
service, or by certified mail, and in each instance will  be deemed
given upon receipt. All communications to a party will be sent to the address of
the party set forth in the preamble above or to such other address as may be
specified by such party to the other in accordance with the Section called
Contact Information. Either party may change its address for notices under this
Agreement by giving written notice to the other party by the means specified in
this Section.

      


      (h)           COUNTERPARTS.
This Agreement may be executed in counterparts, each of which will be deemed an
original, but both of which together will constitute one and the same
instrument.

      


      (e)           ENTIRE
AGREEMENT. This Agreement, constitutes the complete and exclusive agreement
between the parties with respect to the subject matter hereof, superseding and
replacing any and all prior and contemporaneous agreements, communications, and
understandings (both written and oral) regarding such subject
matter.

      


      (h)           MODIFICATION.
No modification to this Agreement, nor any waiver of any rights, shall be
effective unless consented to in writing and the waiver of any breach or default
shall not constitute a waiver of any other right or of any subsequent breach or
default.

      


      (i)           FORCE
MAJEURE. Except for
the obligations to make payments hereunder, each Party shall be relieved of the
obligations hereunder to the extent that performance is delayed or prevented by
any cause beyond its reasonable control, including without limitation, acts of
God, public enemies, war, civil disorder, fire, flood, explosion, labor disputes
or strikes or any acts or orders of any governmental authority.

      


      (j)           CONSTRUCTION.
The parties agree that no ambiguity (if any) found in this Agreement shall be
resolved against any party by virtue of its participation in the drafting of
this Agreement.

      


      (k)         
REPRESENTATION BY COUNSEL. Each party acknowledges that it has had the
opportunity to be represented by separate independent counsel in the negotiation
of this Agreement, that any such respective attorneys were of its own choosing,
that each authorized representative has read this Agreement and that it
understands its meaning and legal consequences to each party. Each Party
warrants and represents that it has consulted with its attorney of choice, or
voluntarily chose not to do so, concerning the execution, the meaning and the
import of this Agreement, and has read this Agreement and fully understands the
terms hereof as signified by its signature below, and is executing the same of
its own free will for the purposes and consideration herein expressed. Each
Party warrants and represents that it has had sufficient time to consider
whether to enter into this Agreement and that it is relying solely on its own
judgment and the advice of its own counsel, if any, in deciding to execute this
Agreement. Each Party warrants and represents that it has read this Agreement in
its entirety and has consulted with its attorney, if any concerning the
execution of this Agreement. If any or all Parties have chosen not to seek
counsel, said party or parties hereby acknowledge that it or they refrained from
seeking counsel entirely of its or their own volition and with full knowledge of
the consequences of such a decision.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
 

      IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
Effective Date by their duly authorized representatives.

      


       

      
        
          
            	
                    SFG
      FINANCIAL CORP.

                  	 
      	
                    551
      FX IB ASSOCIATES LLC

                  	 
      
	 
      	 
      	 
      	 
      
	
                    By:    /s/ Michael C.
      Caska

                  	 
      	
                    By:
      /s/ Fred
      Miller

                  	 
      
	 
      	 
      	 
      	 
      
	
                    Name:  Michael
      C. Caska

                  	 
      	
                    Fred
      Miller

                  	 
      
	 
      	 
      	 
      	 
      
	
                    Title:
      Chief Executive Officer

                  	 
      	
                    Title:  Member
      Manager