<PAGE>

EXHIBIT 10.50
                           TSE INTEGRATION AGREEMENT
                           -------------------------


            This agreement dated as of the 7/th/ day of June, 2000.

                                   Between:

                        THE TORONTO STOCK EXCHANGE INC.
                                  (the "TSE")

                                      and

                         ASHTON TECHNOLOGY CANADA INC.
                                    ("ATG")


WHEREAS:

(a)    the TSE owns, operates and regulates a stock exchange using the TSE
       System, as hereinafter defined;

(b)    ATG is a corporation incorporated under the laws of Canada.

(c)    ATG is a sole purpose company that, under the authority of a technology
       license granted to it by, and with the assistance of, its Affiliates
       operates the ATG Matching System as hereinafter defined, which is to be
       integrated with the TSE's continuous auction market for Authorized
       Securities and which is to be regulated by the authorities which regulate
       the trading of such securities at the TSE; and

(d)    The ATG Matching System shall operate as a Facility of the TSE, as
       hereinafter defined, and each of the TSE and ATG shall receive the
       services and assume the obligations set out herein.


NOW THEREFORE, in consideration of the premises and mutual covenants and
conditions contained herein, the Parties agree as follows:


1.     DEFINITIONS AND EXHIBITS

In this Agreement:

1.1    "Affiliate" of a Party means any corporation or other entity which is
       directly or indirectly controlled by such Party or which is directly or
       indirectly controlled by any Person which directly or indirectly controls
       such Party. For the purposes of this Agreement, " control" has the
       meaning set out in the Regulations.
<PAGE>

1.2    "Agreement" means this agreement together with all Exhibits attached
       hereto.

1.3    "ATG Marks" means the registered and unregistered trademarks owned and/or
       licensed by ATG and listed in Exhibit D.

1.4    "ATG Matching System" means the volume weighted average price trading
       system and other crossing system operated by ATG as further described in
       Exhibit A, as approved by the TSE.

1.5    "Authentication Key" means the confidential password or other key
       provided to ATG by the TSE to verify the identity of ATG.

1.6    "Authorized Securities" means any securities or other financial
       instruments authorized for trading in the ATG Matching System pursuant to
       section 4.3.4 of this Agreement.

1.7    "Confidential Information" means the trade secrets and confidential
       information owned by or under the control of a Party which is either (i)
       marked "confidential" or (ii) disclosed orally but confirmed in writing
       within 10 days of such oral disclosure to be confidential. Confidential
       Information shall include without limitation this Agreement, the
       Authentication Key and the Decryption Key. Confidential Information may
       include, without limitation, confidential financial, technical, marketing
       and personnel information that is marked or designated "confidential".
       Confidential Information shall not include any information that is:
       available to the public without restriction; provided lawfully to a Party
       by a third party; or is independently developed by the receiving Party
       without use of or reference to the Confidential Information of the other
       Party.

1.8    "Decryption Key" means the mechanism used to permit ATG to decode and
       read the TBF Data, which has been encrypted to preserve its
       confidentiality.

1.9    "Designated Clearing Broker" means a party registered under the
       Securities Act (Ontario) and designated by a User for clearing trades in
       the ATG Matching System, and that has an agreement with ATG to act as a
       clearing broker.

1.10   "Facility of the TSE" means an entity which operates a matching service
       which is operated in conjunction with the TSE System and under the
       authority of the appropriate regulatory body which oversees trading of
       securities at the TSE and which has entered into an integration agreement
       with the TSE that is substantially similar to this Agreement.

1.11   "Gateway" means the mechanism by which a Person authorized by the TSE
       accesses the TSE System.

1.12   "Gateway Certified" means a system that has been certified by the TSE as
       capable of communicating transactions in an acceptable format or
       protocol.
<PAGE>

1.13   "Gateway Data" means all information inputted by ATG through the Gateway
       to the TSE System, including, trading information with respect to
       Authorized Securities traded on the TSE via the ATG Matching System and
       all messages transmitted to ATG through the Gateway by the TSE, including
       trade confirmations.

1.14   "Gateway Specifications" means the documented set of specifications
       provided by the TSE that define the Gateway's message architecture,
       authentication, integrity, authorization, error handling, session
       architecture, session establishment, dissolution, control messaging and
       business content.

1.15   "including" means including without limitation.

1.16   "Intellectual Property Rights" means all intellectual property rights,
       including, patents, copyrights, trade secrets and trademarks.

1.17   "Party" means each of the TSE and ATG, and "Parties" means both the TSE
       and ATG.

1.18   "Person" includes any natural person or proprietorship or any
       corporation, partnership or other organization.

1.19   "Private Content" means information exclusively provided by the TSE
       through the TBF to ATG regarding ATG's orders on the TSE.

1.20   "Public Content" means information regarding trading of securities and
       other financial instruments, including Authorized Securities, on the TSE
       which is available through the TBF to Persons approved for trading on the
       TSE, including, but not limited to, business class, business action
       (buy/sell), confirmation type, order number, public price, stock symbol,
       time stamp and volume.

1.21   "Regulations" means any applicable securities laws, regulations,
       policies, directives, orders or rules of, or approvals required to be
       granted by, any securities regulatory authority and self-regulatory
       organization to which ATG, the ATG Matching System, the TSE or the TSE
       System are or become subject, including the TSE Requirements.

1.22   "Support" means Gateway and TBF support, as set out in Exhibit E.

1.23   "TBF" means the Toronto Broadcast Feed, being the high speed, real-time
       electronic feed emanating from the TSE containing TBF Data, as such feed
       may be changed or modified from time to time.

1.24   "TBF Data" means certain market data and other information provided by
       the TSE through the TBF containing trading information with respect to
       securities and other financial instruments traded on the TSE (including,
       order confirmations, trade reports, market and stock status information)
       in real-time using order entry sources of all Public Content and Private
       Content on the TBF.
<PAGE>

1.25   "TBF Specifications" means the documented set of specifications provided
       by the TSE that define the TBF's message architecture, authentication,
       integrity, authorization, error handling, session architecture, session
       establishment, dissolution, control messaging and business content.

1.26   "TSE" means The Toronto Stock Exchange Inc.

1.27   "TSE Marks" means the registered and unregistered trademarks owned,
       licensed or controlled by the TSE and listed in Exhibit D.

1.28   "TSE Requirements" means the by-laws, rules, regulations, policies,
       rulings, decisions, rule book and company manual of the TSE and the
       instructions, decisions and directions of the TSE (including those of any
       committee of the TSE so authorized) as amended, supplemented and in
       effect from time to time.

1.29   "TSE System" means the facilities, including the Gateway, TBF and all
       electronic systems, provided by the TSE to facilitate trading securities
       or other financial instruments, including Authorized Securities, as such
       system may be replaced or modified from time to time.

1.30   "Terms of Operation" means the terms and conditions for the operation of
       the ATG Matching System as set out in Exhibit B.

1.31   "Territory" means the geographic territory of Canada, as currently
       constituted.

1.32   "User" means any Person approved pursuant to section 4.1 to access and
       trade on the ATG Matching System.

Exhibits
--------

The following Exhibits are attached hereto and incorporated by reference and
deemed to be part hereof:


       Exhibit    A   -   Description of the ATG Matching System
       Exhibit    B   -   Terms of Operation of the ATG Matching System
       Exhibit    C   -   Revenue Sharing Arrangement
       Exhibit    D   -   TSE Marks and ATG Marks
       Exhibit    E   -   Support
       Exhibit    F   -   ATG Volume Thresholds
       Exhibit    G   -   Project Plan


2.     ATG MATCHING SYSTEM

2.1    Design of ATG Matching System. ATG assumes all responsibility for the
       design, development, installation, testing, implementation, operation and
       maintenance of the ATG Matching System.
<PAGE>

2.2    Description of ATG Matching System. The ATG Matching System shall be
       comprised of the equipment, software, communications and security set
       forth in Exhibit A.

2.3    Changes to the ATG Matching System. Any proposed change to the ATG
       Matching System as described in Exhibit A shall require the prior written
       authorization of the TSE. Any such proposed change shall be submitted to
       the TSE in the form of a draft amendment to Exhibit A. ATG acknowledges
       and agrees that it acts at its own risk in developing any modification to
       the ATG Matching System prior to receiving approval from the TSE, since
       the TSE is not obligated by this Agreement to grant such approval.

2.4    Unauthorized Changes to the ATG Matching System. In the event that any
       aspect of the ATG Matching System as described in Exhibit A is changed
       without the prior authorization of the TSE, the TSE shall have the right
       to immediately suspend all activity on the ATG Matching System including,
       the right to immediately suspend any connection of the ATG Matching
       System with the TSE System, or take any further action the TSE considers
       necessary, until ATG has obtained the TSE's approval for such change. If,
       after 48 hours of suspension, ATG has not secured the TSE's approval for
       such change, ATG shall remove and/or reverse such change to the ATG
       Matching System. If, after an additional 48 hours, ATG fails to remove
       and/or reverse such change, the TSE shall have the right to terminate
       this Agreement immediately.

2.5    Operation of ATG Matching System. ATG agrees that the ATG Matching System
       will perform and operate in accordance with the terms set out in Exhibits
       A and B, the Regulations and all criteria established by the TSE from
       time to time for the TSE System, including with respect to system
       capacity. The TSE shall provide ATG with notice of changes to its
       performance, capacity and operability criteria as soon as possible but in
       any event not less than ninety (90) days or, where applicable, such other
       amount of time prescribed under the Regulations, prior to such changes
       being implemented.

2.6    Transmission and Equipment Security. ATG agrees to configure and operate
       the ATG Matching System described in Exhibit A (or to cause the ATG
       Matching System to be configured and operated) so that the ATG Matching
       System remains at all times secure from unauthorized entry or
       interference and to prevent the TBF Data and Gateway Data from being
       taken from the ATG Matching System network or in any way communicated
       otherwise than as described in Exhibit A, and to prevent unauthorized
       access to the TSE System. ATG shall ensure that all service-related data
       processing, transmission and communications equipment and software are
       arranged and protected so that, so far as reasonably possible, no Person
       other than a User will obtain direct or indirect access to the TSE
       System, TBF Data or Gateway Data. ATG shall ensure that the security
       provisions described in Exhibit A are enforced.

2.7    Enforcement of System Security. If, in its sole discretion, the TSE
       determines that one or more Persons have unauthorized access to the TBF,
       the Gateway and/or the
<PAGE>

       TSE System, ATG shall, in accordance with section 2.6, immediately take
       all steps necessary to alter the security safeguards and the manner of
       furnishing access to the TBF, the TSE System and/or the Gateway so as to
       preclude unauthorized access. ATG shall provide the TSE with such
       evidence as the TSE may request regarding the adequacy of such steps. If
       the TSE determines, in its reasonable discretion, such steps to be
       inadequate, ATG shall promptly comply with any reasonable written
       instruction requiring ATG to discontinue furnishing the TBF and/or
       Gateway access by inadequately safeguarded means. If ATG fails to comply
       with such instructions within 48 hours, fails to secure TSE approval, or
       fails to remove and/or reverse such change, the TSE shall have the right
       to terminate this Agreement immediately.

2.8    TSE Access to ATG Premises. For purposes other than those set out in
       section 4.10, ATG shall ensure that any Person authorized in writing by
       the TSE has access, at any reasonable time and upon 48 hours' written
       notice, to any premises of ATG and those of any service facilitator. In
       the presence of officials in charge of the premises, the authorized
       Person may (i) examine any component of the ATG Matching System used for
       the purposes of this Agreement and located at the premises and (ii)
       observe all operations located or conducted at such premises, but solely
       to monitor compliance with this Agreement, unless otherwise required, in
       the sole discretion of the TSE, for regulatory purposes.

2.9    Independent Review of ATG Matching System. In the event that the
       Regulations require an independent review of the ATG Matching System, the
       independent reviewer must be approved by the TSE prior to appointment.
       The costs of such independent review shall be borne equally by ATG and
       the TSE.

3.     INTEGRATION SERVICES

3.1    ATG Integration. The TSE shall provide ATG with specifications for the
       Gateway and TBF. ATG shall, at its own expense, develop connections to
       the Gateway and TBF, provided that the TSE must approve the
       specifications for such connections in writing prior to any connection of
       the ATG Matching System to the TSE System. To the extent required, the
       Parties shall enter into a development agreement setting out changes to
       the TSE System required to implement such integrations.

3.2    ATG Rights of Access and Use. The rights granted below in this section
       3.2 are to access the TSE System only, and do not transfer or grant any
       title, right, license or interest in or to, any software or hardware or
       any Intellectual Property Rights of the TSE (except as provided for in
       section 6). No person shall access the TSE System or the ATG Matching
       System except in accordance with the provisions of section 4.1.

     3.2.1.   ATG Gateway Access. From and after the date that the TSE and ATG
              Matching Systems are integrated, the TSE shall permit ATG, through
              the ATG Matching System, to access the TSE System through the
              Gateway during the term of this Agreement on a non-exclusive basis
              in accordance with the terms of this Agreement.
<PAGE>

     3.2.2.    TBF Data Access. From and after the date that the TSE System and
               the ATG Matching System are integrated, the TSE shall provide
               ATG, through the ATG Matching System, with the TBF Data through
               the TBF during the term of this Agreement on a non-exclusive
               basis in accordance with the terms of this Agreement.

     3.2.3.    Non-Exclusive Basis. The TSE agrees to provide the Gateway
               access, TBF, Gateway Data and TBF Data to the ATG Matching System
               on a non-exclusive basis. The TSE reserves the right, without any
               notice or liability to ATG or to any other Person, to provide
               Gateway access, TBF access, Gateway Data or TBF Data or any other
               information or to contract with any other Person to provide
               Gateway access, TBF access, Gateway Data or TBF Data or any other
               information to any Person by any means whatsoever, including
               devices or equipment designed or manufactured by TSE or any other
               Person.

     3.2.4.    Authorized Use of Gateway, TBF, Gateway Data, and TBF Data. ATG
               shall use the Gateway, the TBF, Gateway Data and TBF Data only in
               accordance with Exhibit A, Exhibit B and the TSE Requirements,
               solely for the purpose of operating the ATG Matching System and
               for no other purpose. ATG shall not furnish the TBF Data or
               Gateway Data to any other Person, nor retransmit the TBF Data or
               Gateway Data to any of its premises other than the premises of
               the principal offices of ATG set out on Exhibit A. ATG agrees
               that it shall not use the Gateway, TBF, Gateway Data or TBF Data
               in violation of any laws including the Regulations.

     3.2.5.    Unauthorized Distribution of TBF Data or Gateway Data. In the
               event that ATG uses the Gateway or TBF, or distributes TBF Data
               or Gateway Data other than in accordance with Exhibit A and
               Exhibit B, the TSE shall have the right to immediately suspend
               all activity on the ATG Matching System including, the right to
               immediately suspend any connection of the ATG Matching System
               with the TSE System, or take any further action the TSE considers
               necessary. Upon any such suspension, ATG shall cease to
               distribute any TBF Data or Gateway Data. If, after 48 hours of
               suspension, ATG has not remedied such breach to the TSE's
               satisfaction, the TSE shall have the right to terminate this
               Agreement immediately.

     3.2.6.    No Alteration of Gateway Data or TBF Data by ATG. ATG agrees not
               to alter the TBF Data or Gateway Data in any manner that
               adversely affects its accuracy, integrity or performance or that
               renders it misleading. Notwithstanding the foregoing, ATG may
               distribute derivative TBF data provided that such derivative data
               is pre-approved by the TSE in writing.

     3.2.7.    Other Proposed Uses of Gateway Data or TBF Data by ATG. Any
               proposed use of the Gateway, Gateway Data or TBF Data not
               expressly described in Exhibit A or B shall require the prior
               written authorization of the TSE. Any such proposed use shall be
               submitted to the TSE in the form of a draft amendment to Exhibit
               A or B as applicable. The TSE shall approve or
<PAGE>

               disapprove any such proposed use by ATG, such approval not to be
               unreasonably withheld. ATG acknowledges and agrees that it acts
               at its own risk in developing any new use of the Gateway, Gateway
               Data, or TBF Data prior to receiving approval from the TSE, since
               the TSE is not obligated by this Agreement to grant such
               approval.

     3.2.8.    Form and Configuration of Gateway and TBF. ATG acknowledges and
               agrees that nothing in this Agreement shall be deemed to
               constitute an undertaking by the TSE to continue to provide
               access through the Gateway or to the TBF in the present form or
               configuration of either the Gateway or the TBF or to continue to
               use existing communications facilities. The TSE, in its sole
               discretion, may from time to time make modifications to the
               Gateway, TBF, the TSE System and Support, including the interface
               and operational requirements, irrespective of whether such
               modifications would require changes to be made by ATG. The TSE
               agrees to give ATG at least ninety (90) days prior notice of any
               change in the speed, format, operating hours, or any other
               material changes in the operational requirements that would
               affect the ATG Matching System, unless a malfunction in the
               system necessitates modifications on an accelerated basis or an
               emergency situation precludes such advance notice. ATG shall bear
               the responsibility and cost of making concurrent modifications to
               the ATG Matching System.

     3.2.9.    No Use of TSE System After Termination. Upon termination of this
               Agreement for whatever reason, ATG shall immediately cease any
               and all use of the TSE System, including the Gateway and the TBF.

     3.2.10.   No Further Use of Gateway Data or TBF Data After Termination.
               Upon termination of this Agreement for whatever reason, ATG shall
               immediately cease any and all use of the Gateway Data and the TBF
               Data. In the event that ATG wishes to use Gateway Data or TBF
               Data following such termination, ATG shall obtain the prior
               written consent of the TSE prior to such use.

3.3       Support. The TSE will provide ATG with Support as specified in Exhibit
          E hereto.

3.4       Authentication Key. The TSE shall provide an Authentication Key to ATG
          for use in connection with access through the Gateway and access to
          the TBF. ATG hereby agrees that it shall keep the Authentication Key
          strictly confidential and shall not permit any Person, other than its
          employees and employees of its Affiliates who need to know and who are
          bound by similar obligations of confidentiality, to have access to the
          Authentication Key. ATG agrees that it shall inform the TSE
          immediately if at any time it becomes aware of any unauthorized access
          to or use of the Authentication Key or it becomes known to ATG that
          the Authentication Key has become known to any person other than a
          person authorized under this section to have such knowledge.

3.5       Decryption Key. The TSE shall provide a Decryption Key to ATG for use
          in decoding the encrypted TBF Data. ATG hereby agrees that it shall
          keep the Decryption Key strictly confidential and shall not permit any
          Person, other than its employees who need to know, to have access to
          the Decryption Key. ATG agrees
<PAGE>

          that it shall inform the TSE immediately if at any time it becomes
          aware of any unauthorized access to or use of the Decryption Key or it
          becomes known to ATG that the Decryption Key has become known to any
          person other than a person authorized under this section to have such
          knowledge.

3.6       ATG's Access Communications and Equipment Responsibilities. ATG shall
          be responsible for: (i) obtaining its requisite quantity of common
          carrier communication lines, (ii) the reliability and continued
          availability of such communication lines, and (iii) connecting with
          the TSE System at such places as may be designated from time to time
          by the TSE. ATG shall meet any reasonable requirement of the TSE
          concerning the location of such interconnections to permit Gateway
          access and the receipt of TBF Data.

3.7       TSE-Provided Equipment.  ATG agrees:

          (a)    to secure prompt, safe and free access to any TSE-provided
                 equipment and upon receiving 48 hours advance notice from the
                 TSE to permit the TSE or its agents to enter ATG's premises in
                 connection with such access;

          (b)    that any TSE-provided equipment will be used, stored and
                 maintained in an environment which, at a minimum, conforms to
                 the manufacturer or supplier environmental specifications;

          (c)    to provide the necessary power outlets, conduits, grounding and
                 anti-static needs and other utilities and services necessary
                 for the safe and effective operation and service of any TSE-
                 provided equipment in accordance with the manufacturer's or
                 supplier's specifications and/or other regulations, codes,
                 directives, standards or recommended practices as set out by
                 any regulatory authority or recognized standards organization;
                 and

          (d)    to provide all auxiliary suppliers and expendable items
                 necessary for the utilization of any TSE-provided equipment.

3.8       Project Plan. The TSE and ATG shall integrate the ATG Matching System
          with the TSE System in accordance with the Project Plan attached to
          this Agreement as Exhibit G. Each of the TSE and ATG shall perform the
          responsibilities as set out in Exhibit G in the timeframes set out
          therein.

3.9       Change Control Process. In the event that either Party wishes to
          change the Project Plan, such party (the "Requesting Party") shall
          provide the other Party (the "Responding Party") with a written
          request outlining the nature and purpose of the change and the impact
          to the Project Plan. Within ten (10) Business Days of receipt of such
          request, the Responding Party shall advise the Requesting Party in
          writing whether it agrees to such change and what the estimated impact
          on the Responding Party's subsequent deliverables shall be. Within
          five (5) Business Days of receipt of such response, the Requesting
          Party shall notify the Responding Party in writing if it agrees to
          such further modification. If the Requesting Party agrees, the Parties
          shall
<PAGE>

          revise the Project Plan. If the Parties are unable to reach agreement,
          such change shall not be made.


4.        REGULATORY SERVICES

4.1       Access Approval. No Person shall be granted access to the ATG Matching
          System until such Person has been approved by the TSE as a User for
          trading in the ATG Matching System, and any other trading facility
          accessible by or connected to ATG, in accordance with the Regulations.
          ATG acknowledges that Users will be subject to the regulatory
          jurisdiction of the TSE in the same manner as any authorized user of
          the TSE System. The TSE shall have the right to revoke its approval of
          any User. Upon any such revocation, ATG shall immediately cause the
          User to cease its use of the ATG Matching System.

4.2       Use of or Access to the ATG Matching System by Unauthorized Persons.
          If any Person not authorized to use or access the ATG Matching System
          uses, accesses or attempts to use the ATG Matching System, ATG shall,
          immediately upon becoming aware of such unauthorized use, access or
          attempted use, inform the TSE and take any action necessary to
          prohibit such unauthorized Person from any further use, access or
          attempted use of the ATG Matching System. In the event that ATG fails
          to prohibit any use, access or attempted use of the ATG Matching
          System by an unauthorized Person, immediately upon becoming aware of
          such use, the TSE shall have the right to suspend all activity on the
          ATG Matching System, including the right to suspend any connection of
          the ATG Matching System with the TSE System, or take any further
          action the TSE considers necessary, until the unauthorized Person has
          been effectively prohibited from using, accessing or attempting to use
          the ATG Matching System. In addition, ATG shall be responsible for any
          activity on the ATG Matching System by any such unauthorized Person.
          If, after 10 business days of ATG's notification to the TSE of such
          unauthorised access, ATG is not able to satisfy the TSE that the
          unauthorized Person has been effectively prohibited from using,
          accessing or attempting to use the ATG Matching System and that any
          breach in the security of the ATG Matching System which may have led
          to the unauthorized use, access or attempted use of the ATG Matching
          System has been remedied, the TSE shall have the right to terminate
          this Agreement immediately.

4.3       Regulatory Oversight. The TSE will be responsible for regulation and
          oversight of ATG for its operations of the ATG Matching System which
          is integrated with the TSE, in the same manner as for the TSE's
          continuous auction market. Regulation and oversight services shall
          include, but shall not be limited to:

     4.3.1.    Liaison with Regulatory Authorities. The TSE shall act as sole
               liaison with all securities regulatory authorities and self-
               regulatory organizations with respect to the business of ATG and
               the operation of the ATG Matching System.

     4.3.2.    Regulatory Approvals. The TSE shall, on behalf of ATG, use
               reasonable efforts to obtain all regulatory approvals necessary
               with respect to the


<PAGE>

               business of ATG and the operation of the ATG Matching System
               integrated with the TSE, and any other business to be conducted
               by ATG and approved by the TSE.

     4.3.3.    Applicable Regulations. The TSE shall use reasonable efforts to
               ensure that ATG is aware of and understands those Regulations
               that the TSE identifies as being applicable to ATG and the ATG
               Matching System. The TSE shall monitor new initiatives for
               Regulations applicable to ATG and the ATG Matching System in all
               relevant jurisdictions and shall use reasonable efforts to bring
               to ATG's attention potential and actual changes in Regulations
               that may affect the ATG Matching System. The TSE, in consultation
               with ATG, shall use reasonable efforts to effect changes to
               Regulations and if, acting reasonably, the TSE believes it is
               cost-effective or necessary in the public interest to do so.

     4.3.4.    Approval of Trading Financial Instruments. ATG may only trade
               such securities and other financial instruments as have been
               authorized by the TSE ("Authorized Securities"). Prior to posting
               any financial instrument for trading in the ATG Matching System,
               ATG will obtain the TSE's written authorization.

     4.3.5.    Approvals of ATG Changes. ATG shall not make any of the following
               changes without obtaining the prior written approval of the TSE's
               regulatory division, such consent not to be unreasonably withheld
               or delayed:

               (a)   any change to the ATG Matching System other than as
                     contemplated in section 2.3;

               (b)   any change to the business of ATG, being the operation of
                     the ATG Matching System integrated with the TSE auction
                     market;

               (c)   amalgamating, merging or consolidating ATG with another
                     entity, or selling, leasing or otherwise disposing of all
                     or substantially all of the assets of ATG;

               (d)   investing in any other entity;

               (e)   entering into any agreement with any director or
                     shareholder of ATG or any Affiliate;

               (f)   selling any of its securities;

               (g) encumbering its technology; and

               (h) opening an office outside the Territory.


     4.3.6.    Approval of Share Transfers, Officer Appointments and Director
               Nominations. ATG shall obtain the TSE's prior written approval
               for any

<PAGE>

               transfer of shares, the appointment of any officer or the
               nomination of any director, such approval not to be unreasonably
               withheld. ATG shall provide all such information requested by the
               TSE regarding such proposed shareholder, officer or director. The
               TSE may conduct any such investigations of such shareholder,
               officer or director as it considers reasonably necessary,
               including criminal records checks and background checks.

     4.3.7.    Financial Reporting. ATG shall, within 48 hours of receiving
               notice from the TSE, or if for regulatory reasons, immediately,
               provide the TSE with all financial information and reports
               required by the Regulations, and shall comply with all financial
               reporting requirements contained in the Regulations.

     4.3.8.    Access to ATG Matching System. ATG shall provide access of the
               ATG Matching System to all Persons authorized to trade on the TSE
               on such terms and conditions approved by the TSE for access to
               the ATG Matching System.

     4.3.9.    Fees to Access ATG. ATG must establish its fees in a manner that
               is non-discriminatory to any Person authorized to trade on the
               TSE.

     4.3.10.   Designated Clearing Broker. All Users must appoint at least one
               Designated Clearing Broker.

     4.3.11.   Approval of Agreements with Designated Clearing Brokers. ATG
               shall obtain the TSE's prior written approval of the terms and
               conditions contained in its agreement with all Designated
               Clearing Brokers.

4.4     Surveillance. The TSE shall subject all orders and trades sent to the
        TSE System from the ATG Matching System to a surveillance program
        consistent with the program for the TSE System. The TSE will have the
        same jurisdiction, rights and authority over trading in the ATG System
        as it has for the TSE System. The TSE may request any information
        required for regulatory purposes at any time and, if so requested, ATG
        shall provide such information forthwith, in the requested format.

4.5     Trades.

     4.5.1.    The Parties agree that matches in Authorized Securities once
               effected through the ATG Matching System and promptly reported
               electronically to the TSE, will be reported as TSE trades in
               accordance with the TSE's regular procedures for reporting such
               trades.

     4.5.2.    The TSE may, in its regulatory capacity, disallow or cancel any
               match that was accepted and reported and will notify ATG
               immediately of its decision. ATG shall perform all acts necessary
               to implement the TSE's decision.

     4.5.3.    Where requested in writing by all parties to a trade, the TSE
               may, in its sole discretion, reverse a processed trade.
<PAGE>

4.6     Discipline. The TSE will subject ATG, the Users and all orders and
        trades sent to the TSE System from the ATG Matching System to the same
        investigation, enforcement and discipline policies and procedures in
        place at the TSE, from time to time.

4.7     Compliance. ATG shall at all times comply with all Regulations. ATG
        shall assist the TSE in carrying out any TSE investigation related to
        the TSE's surveillance or discipline activities.

4.8     Necessary Changes to the ATG System. For regulatory purposes, the TSE
        may, in its sole discretion, from time to time require ATG to change the
        ATG Matching System and ATG shall be obligated to make such changes
        within a reasonable time or such other time period required under the
        Regulations. If any such change is made, ATG shall submit to the TSE an
        amended Exhibit A, reflecting such change.

4.9     Pre-Trade Information and ATG Records.

     4.9.1.    Information Requested. For the purpose of performing its
               regulatory responsibilities, the TSE may request information or
               documents, including any Confidential Information, orders or
               trade related information communicated between ATG and any User,
               from ATG relating to:

                    (i)   an Authorized Security traded through the facilities
                          of the TSE; or

                    (ii)  a User of ATG (including information or documents
                          concerning the identity, trading activity and
                          positions of the User).

               ATG shall provide the TSE with any such information requested. As
               part of its regulatory oversight, the TSE may forward such
               information to another regulatory body including assisting
               another exchange, securities commission or other self-regulatory
               organization in performing its regulatory function.

     4.9.2.    Pre-Trade Information. Upon request by the TSE, ATG shall
               immediately make available to the TSE all pre-trade information
               required for surveillance purposes.

     4.9.3.    ATG Records. Upon request by the TSE, ATG shall, within 48 hours,
               make available all records for audit, investigation and
               enforcement purposes.

4.10    Access to ATG Premises. Notwithstanding section 2.8, in order to
        discharge its regulatory, compliance and enforcement obligations, the
        TSE and its representatives, at any time and without notice shall have
        access to ATG's premises to examine and inspect any instrument,
        document, program and other information as may be necessary.
<PAGE>

4.11    Records to be Maintained by ATG. ATG shall keep all books, records,
        reports and other information required by the Regulations for such time
        period and in such format as required by the Regulations and/or the TSE.
        In the event that ATG decides to outsource such record keeping, ATG must
        obtain the TSE's prior written consent, including consent of the terms
        and conditions of such arrangement.

5.      MARKETING SERVICES

5.1     Marketing

     5.1.1.    Co-operative Marketing. ATG and the TSE agree to co-operate on
               marketing and promotional materials including press releases
               relating to the ATG Matching Services operating as a Facility of
               the TSE, brochures and conferences where appropriate.

     5.1.2.    Announcements. Any material announcement regarding this Agreement
               or the relationship between ATG and the TSE will be reviewed and
               approved by both Parties prior to its distribution.

     5.1.3.    Product Knowledge. Customer facing staff from both organisations
               will be required to have basic product knowledge for both the ATG
               Matching System and the TSE System.

     5.1.4.    Sales. ATG will act as primary lead in dealing with potential
               users of the ATG Matching System. The TSE's customer facing staff
               will refer leads and queries to ATG. Where appropriate ATG and
               the TSE would arrange for joint presentations to customers or
               potential customers.

     5.1.5.    Product Planning. ATG and the TSE will meet on a regular basis
               (at a minimum quarterly) to review product issues, and discuss
               short and long term plans regarding the ATG Matching System at
               the TSE.

6.      INTELLECTUAL PROPERTY RIGHTS

6.1     Confidential Information

     6.1.1.    Non-Disclosure. Except as provided in 4.9.1, each Party shall
               treat as confidential and shall not disclose to or transmit to
               any third party the other Party's Confidential Information. Each
               Party shall use reasonable measures to protect the other Party's
               Confidential Information, taking steps at least commensurate with
               the measures it uses to protect its own similar information.

     6.1.2.    Required Disclosure. Except as provided in section 4.9.1, a Party
               may reveal Confidential Information of the other Party to a
               regulatory agency or court (or similar body) provided advance
               notice is given to the other Party (if permitted under law) and
               reasonable steps are taken to seal the information provided to
               the agency or court so as to try to prevent access to it by third
               parties.
<PAGE>

    6.1.3.    Terms of Agreement. Each Party agrees to keep confidential the
              terms of this Agreement and not disclose same to third parties,
              provided that disclosure shall be permitted to the Party's
              professional advisors, accountants, bankers and similar persons,
              as well as prospective merger or similar partners. Notwithstanding
              the foregoing, either Party and its Affiliates may disclose the
              terms of this Agreement if required by the Regulations or similar
              legislation in the jurisdiction of such Party or Affiliate,
              provided that the Party or its Affiliate shall provide the other
              Party with prior notice of such disclosure.

6.2     Ownership of the Gateway Data, TBF Data and ATG Matching System

    6.2.1.    Gateway and ATG Matching System. The TSE shall own all
              Intellectual Property Rights in the Gateway and the TBF. ATG and
              its Affiliates own all Intellectual Property Rights in the ATG
              Matching System.

    6.2.2.    Gateway Data. ATG hereby assigns to the TSE all of its right,
              title and interest, including, all its copyright, in and to the
              Gateway Data. The entry of any Gateway Data into the TSE System or
              the Gateway via the ATG Matching System shall be conclusively
              deemed to confirm that such right, title and interest in the
              Gateway Data is, immediately upon such entry of Gateway Data,
              assigned to the TSE without further action by ATG or the TSE.

    6.2.3.    TBF Data. The Parties acknowledge and agree that all Intellectual
              Property Rights in the TBF Data shall rest with the TSE. ATG
              agrees that the TBF Data is not within the public domain. Any
              portion of TBF Data that is provided directly or indirectly to ATG
              by the TSE pursuant to this Agreement, has been derived from
              databases owned by the TSE, is copyrighted by the TSE, and as such
              ATG's use of such TBF Data is subject to the limitations set out
              in this Agreement.

6.3     TSE Marks

    6.3.1.    License of the TSE Marks. The TSE hereby grants to ATG a royalty
              free (subject to the other payments in this Agreement) license to
              use the TSE Marks to indicate that ATG is a Facility of the TSE
              during the term of this Agreement. Whenever ATG uses a TSE Mark,
              the first usage of the TSE Mark in any particular item of
              literature or material prepared by or on behalf of ATG shall
              include an asterisk as part of the TSE Mark and a notice on the
              bottom of that page or at the end of the materials indicating that
              "TSE" (or other TSE Mark) is a trademark owned by the TSE.

    6.3.2.    Standards and Approval. ATG agrees that the services it provides
              in conjunction with the TSE Marks will be of a nature, standard
              and quality as required by this Agreement. For each use of a TSE
              Mark by ATG, ATG shall provide the TSE an advance draft copy of
              each of the materials that will contain the TSE Marks to permit
              the TSE to review and approve the proposed
<PAGE>

              use of the TSE Marks, such approval not to be unreasonably
              withheld. The use shall be deemed approved for use in such
              materials if the TSE does not object to its use within five
              business days after the TSE confirms to ATG that it has received
              the materials for approval. Once the TSE has approved any such
              materials, subsequent reprints of the identical materials need not
              be submitted for review and approval. If the TSE does object, then
              the Parties shall expeditiously attempt to resolve the objection
              before publication of the material.

    6.3.3.    Ownership. The TSE shall at all times have title to and ownership
              of the TSE Marks, including the goodwill and reputation in such
              marks. ATG shall not acquire any right, title or interest in or to
              the TSE Marks, and all goodwill associated therewith shall enure
              exclusively to the benefit of the TSE. ATG shall only have the
              limited license rights to the TSE Marks expressly provided by this
              Agreement. ATG shall not during the term of this Agreement or at
              any time thereafter, dispute or contest for any reason whatsoever,
              directly or indirectly, the validity, ownership or enforceability
              of the TSE Marks, nor counsel, procure or assist anyone else to do
              any such acts. ATG shall not register a trademark containing a TSE
              Mark.

    6.3.4.    Infringement. ATG shall report immediately to the TSE any
              infringement of, imitation of, or challenge to the TSE's Marks.
              The TSE shall determine the measures it is willing to take to
              prosecute such infringement.

6.4     ATG Marks

     6.4.1.   License of the ATG Marks. ATG hereby grants to the TSE a royalty
              free (subject to the other payments in this Agreement) license to
              use the ATG Marks to indicate that ATG is a facility of the TSE
              during the term of this Agreement. Whenever the TSE uses an ATG
              Mark, the first usage of the ATG Mark in any particular item of
              literature or material prepared by or on behalf of the TSE shall
              include an asterisk as part of the ATG Mark and a notice on the
              bottom of that page or at the end of the materials indicating that
              "ATG" (or other ATG Mark) is a trademark owned by ATG.

    6.4.2.    Standards and Approval. The TSE agrees that the services it
              provides in conjunction with the ATG Marks will be of a nature,
              standard and quality as required by this Agreement. For each use
              of a ATG Mark by the TSE, the TSE shall provide ATG an advance
              draft copy of each of the materials that will contain the ATG
              Marks to permit ATG to review and approve the proposed use of the
              ATG Marks, such approval not to be unreasonably withheld. The use
              shall be deemed approved for use in such materials if ATG does not
              object to its use within five business days after ATG confirms to
              the TSE that it has received the materials for approval. Once ATG
              has approved any such materials, subsequent reprints of the
              identical materials need not be submitted for review and approval.
              If ATG does object, then the Parties shall
<PAGE>

              expeditiously attempt to resolve the objection before publication
              of the material.

    6.4.3.    Ownership. ATG shall at all times have title to and ownership of
              the ATG Marks, including the goodwill and reputation in such
              marks. The TSE shall not acquire any right, title or interest in
              or to the ATG Marks, and all goodwill associated therewith shall
              enure exclusively to the benefit of ATG. The TSE shall only have
              the limited license rights to the ATG Marks expressly provided by
              this Agreement. The TSE shall not during the term of this
              Agreement or at any time thereafter, dispute or contest for any
              reason whatsoever, directly or indirectly, the validity, ownership
              or enforceability of the ATG Marks, nor counsel, procure or assist
              anyone else to do any such acts. The TSE shall not register a
              trademark containing an ATG Mark.

    6.4.4.    Infringement. The TSE shall report immediately to ATG any
              infringement of, imitation of, or challenge to the ATG Marks. ATG
              shall determine the measures it is willing to take to prosecute
              such infringement.


7.      THIRD PARTY INTELLECTUAL PROPERTY CLAIMS

7.1     Third Party Claims Against ATG. In the event that there are any
        liabilities, causes of action, judgements, damages, losses, claims and
        expenses (including reasonable attorneys' fees) resulting from or
        arising out of any claim relating to the infringement or alleged
        infringement of any patent, copyright, trade secret or other
        intellectual property right of any third party arising from any use or
        connection to the ATG Matching System or the ATG Marks, ATG shall
        immediately notify the TSE and the TSE shall have the right to
        immediately suspend all activity on the ATG Matching System, including,
        the right to suspend any connection of the ATG Matching System with the
        TSE System, or take any further action the TSE considers necessary,
        until the ATG Matching System and/or the ATG Mark(s), have, to the
        satisfaction of the TSE, acting in its sole discretion, been modified or
        replaced so that it or they no longer infringe, provided that any such
        modification(s) or replacement(s) must be approved in advance by the TSE
        under, and must in all other ways be consistent with, the terms of this
        Agreement. If such modification or replacement has not been made by ATG
        in a time frame which the TSE, acting in its sole discretion, deems
        reasonable, the TSE shall have the right to terminate this Agreement.

7.2     Indemnification by ATG. ATG shall indemnify, defend and hold the TSE
        (and its Affiliates and agents) harmless from and against any and all
        liabilities, causes of action, judgements, damages, losses, claims and
        expenses (including reasonable legal fees) resulting from or arising out
        of any claim relating to the infringement or alleged infringement of any
        patent, copyright, trade secret or other intellectual property right of
        any third party arising from any use or connection to the ATG Matching
        System or the ATG Marks, provided, however, that upon becoming aware of
        any such claim the TSE promptly notifies ATG in writing of the claim. If
        such claim causes the disruption of the use of the ATG Matching System,
        ATG shall, in defending against
<PAGE>

        any such claim or action: (i) contest; (ii) settle; or (iii) modify or
        replace any component(s) of the ATG Matching System or the ATG Marks so
        that it or they no longer infringe, provided that any such
        modification(s) or replacement(s) must be approved in advance by the TSE
        under, and must in all other ways be consistent with, the terms of this
        Agreement.

7.3     Indemnification by TSE. The TSE shall indemnify, defend and hold the ATG
        (and its Affiliates and agents) harmless from and against any and all
        liabilities, causes of action, judgements, damages, losses, claims and
        expenses (including reasonable legal fees) resulting from or arising out
        of any claim relating to the infringement or alleged infringement of any
        patent, copyright, trade secret or other intellectual property right of
        any third party arising from any use or connection to the TSE System or
        the TSE Marks, provided, however, that upon becoming aware of any such
        claim ATG promptly notifies the TSE in writing of the claim. If such
        claim causes the disruption of the use of the TSE System, the TSE shall,
        in defending against any such claim or action: (i) contest; (ii) settle;
        or (iii) modify or replace any component(s) of the TSE System or the TSE
        Marks so that it or they no longer infringe, provided that any such
        modification(s) or replacement(s) must in all other ways be consistent
        with the terms of this Agreement.


8.      RECORDS

8.1     Records. ATG shall keep books and records of its activities related to
        this Agreement, including detailed records necessary to calculate and
        confirm the amounts payable by ATG to the TSE hereunder. ATG shall keep
        such records (i) to at least standards ATG uses to keep its own similar
        records and (ii) during the term of this Agreement and for a period of
        seven years after its expiry or termination.


9.      FEES AND PAYMENT

9.1     Fees. In consideration for the TSE providing the services described in
        this Agreement, ATG and the TSE shall share the revenue generated from
        the ATG Matching System as set out in Schedule C.

9.2     Payment Terms.

    9.2.1.    Timing. The TSE shall bill Users in accordance with the rate
              specified in Schedule C, as amended from time to time, on a
              monthly basis. The TSE will remit the amount owing to ATG for each
              month within 45 days of the TSE issuing the invoices for such
              month.

    9.2.2.    Taxes. In addition to the fees, expenses and other amounts
              required to be paid by ATG to the TSE hereunder, ATG shall pay all
              applicable taxes on such amounts. In addition, if ATG is required
              by applicable law to deduct or withhold any such tax, charge or
              assessment from the amounts due to the TSE, then the amounts due
              to the TSE shall be increased so that the net
<PAGE>

              amount actually received by the TSE after the deduction or
              withholding of any such tax, TSE charge or assessment will equal
              one hundred percent (100%) of the applicable charges. Without
              limiting the generality of the foregoing, the Parties agree that
              the treatment of GST will be in accordance with the applicable
              legislation and the Parties will act in good faith to negotiate
              the most appropriate method of collecting and remitting such tax.


10.     REPRESENTATIONS AND WARRANTIES

10.1    No Breach of Other Agreements. Each Party represents and warrants to the
        other Party that the entering into of this Agreement shall not conflict
        with or constitute a breach under any other agreement to which the Party
        is a party.

10.2    Operation of ATG Matching System. ATG represents, warrants and covenants
        that the design, development, acquisition, installation, testing,
        implementation, operation and maintenance of the ATG Matching System
        will not interfere with or adversely affect the use of and/or access to
        the Gateway, the TBF and the TSE System by the TSE or any other Person,
        or otherwise interfere with the operation of the TSE System, the TBF and
        the TSE System, including, the TBF and the Gateway, except in
        circumstances where such interference or adverse effect arose from:

        (i)   an error, problem or change to the TSE System of which ATG did not
              have specific notice or other notice through the TSE's regular
              communications; or

        (ii)  the negligence of the TSE or the TSE's failure to follow
              notification procedures;

              and ATG could not have reasonably avoided such interference or
              effect.

10.3    Description of ATG Matching System. ATG represents and warrants that the
        description of the ATG Matching System, its equipment, software,
        communications facilities related thereto and set forth in Exhibit A, is
        true, complete and not misleading. ATG shall make available for review
        upon reasonable advance written notice all records and supporting
        documentation necessary for TSE personnel to monitor compliance with
        this Agreement and verify the accuracy and completeness of the
        information set forth in Exhibit A.

10.4    Ownership of the Gateway, Gateway Data, TBF and TBF Data. The TSE
        represents, warrants and covenants that it is the exclusive owner of, or
        has obtained all necessary rights to, the Gateway, Gateway Data, TBF and
        TBF Data and of all Intellectual Property Rights and other proprietary
        rights in the Gateway, Gateway Data, TBF and TBF Data and has full power
        and authority to grant the rights granted in this Agreement without the
        consent of any other party, and that the Gateway, Gateway Data, TBF and
        TBF Data and the use of the Gateway, Gateway Data, TBF and TBF Data as
        permitted by this Agreement does not and will not infringe upon or
        violate the proprietary rights of any third party which proprietary
        rights include, without limitation, patents, copyrights, trademarks and
        trade secrets.
<PAGE>

10.5    Ownership of the ATG Matching System. ATG represents, warrants and
        covenants that it is the exclusive owner of, or has obtained all
        necessary rights to, the ATG Matching System and of all Intellectual
        Property Rights and other proprietary rights in the ATG Matching System
        and has full power and authority to grant the rights granted in this
        Agreement without the consent of any other party, and that the ATG
        Matching System and the use of the ATG Matching System as permitted by
        this Agreement does not and will not infringe upon or violate the
        proprietary rights of any third party which proprietary rights include,
        without limitation, patents, copyrights, trademarks and trade secrets.


11.     INDEMNIFICATION, DISCLAIMERS AND LIMITATION OF LIABILITY

11.1    Mutual Indemnification. Each Party (the "Indemnitor") agrees to
        indemnify and hold harmless the other Party (the "Indemnitee") and its
        affiliates and their officers, employees, directors and agents from any
        and all damages awarded by a court, costs and expenses or related
        settlement costs, and reasonable legal fees, related to an actual claim,
        action or proceeding instituted by a third party against the Indemnitee
        based on an allegation of a breach of a warranty by the Indemnitor
        referred to in Section 10. As a condition to an Indemnitee's right of
        indemnification hereunder, the Indemnitee shall be required to: (i)
        provide the Indemnitor with prompt written notice of any claim, action
        or proceeding giving rise to indemnification; (ii) grant the Indemnitor
        sole control of the defence or settlement of the claim, action or
        proceeding; and (iii) cooperate with the Indemnitor in connection with
        such defence or settlement at the Indemnitor's expense.

11.2    ATG Indemnification of TSE. ATG shall indemnify the TSE for any loss,
        damage, cost, expense or other liability or claim (including loss of
        business profits, trading losses, losses of anticipated profits,
        business interruption, loss by reason of shutdown in operations or for
        increased expenses of operation, loss of business information, or for
        indirect, special, punitive, consequential or incidental loss or damage
        or other pecuniary loss) suffered or incurred by or against the TSE as a
        result of ATG's use, or any use through the ATG Matching System, of the
        TSE System.

11.3    Mutual Disclaimer. Except for the express representations, warranties,
        conditions, covenants and/or undertakings in this Agreement, the Parties
        hereby disclaim all warranties, representations, conditions, covenants
        and undertakings, express or implied, including warranties or conditions
        of merchantable quality, merchantability or fitness for a particular
        purpose or use.

11.4    TSE Disclaimer. The TSE shall obtain information for inclusion in or for
        use in the calculation of the TBF Data and Gateway Data from sources
        that the TSE considers reliable, but the TSE accepts no responsibility
        for, and shall have no liability for, any errors, omissions or
        interruptions therein. The TSE does not guarantee the transmission,
        sequence, accuracy, timeliness and/or the completeness of the TBF Data,
        Gateway Data or any data included therein. The TSE makes no
<PAGE>

        representation, warranty or condition, express or implied, as to the
        results to be obtained by any person or entity from the use of the TBF
        Data, Gateway Data or any data included therein. The TSE makes no
        express or implied warranties or conditions and expressly disclaims all
        warranties or conditions of merchantability, merchantable quality or
        fitness for a particular purpose or use with respect to the TBF Data,
        Gateway Data or any data included therein. The TSE makes no express
        warranty regarding the performance of the TSE System. ATG acknowledges
        that the TSE does not warrant that the TSE System will operate
        uninterrupted or error free. ATG shall be responsible for all inputs
        through the Gateway. TSE hereby extends to ATG and acknowledges that ATG
        shall have the benefit of any and all general disclaimer language that
        the TSE publishes for its own benefit, whether in written materials, on
        its website or in other electronic form, or otherwise, other than
        pursuant to the TSE Requirements.

11.5    ATG Disclaimer. Other than as expressly set out herein, ATG makes no
        express or implied representations, warranties or conditions and
        expressly disclaims all express or implied representations, warranties
        and conditions, including those of merchantability, merchantable quality
        and fitness for a particular purpose or use, with respect to the ATG
        Matching System, or any performance thereof. The TSE acknowledges that
        ATG does not warrant that the ATG Matching System will operate
        uninterrupted or error free.


11.6    Limitation of Liability.

        (a)   The TSE's maximum liability is for direct damages in an amount not
              to exceed three (3) months of revenues received by the TSE in
              accordance with section 9 of this Agreement.

        (b)   The TSE shall not be liable for any other loss, damage, cost,
              expense or other liability or claim (including, loss of business
              profits, trading losses, loss of anticipated profits, business
              interruption, loss by reason of shutdown in operations or for
              increased expenses of operation, loss of business information, or
              for indirect, special, punitive, consequential or incidental loss
              or damage or other pecuniary loss) suffered or incurred by or
              against ATG or any User:

              (i)    as a result of the use by ATG of the TSE System. By making
                     use of the TSE System, ATG expressly agrees to accept all
                     liability arising from its use;

              (ii)   arising from any negligent, reckless or wilful act or
                     omission of the TSE or any of its subsidiaries, or any
                     governor, director, officer, employee, committee member or
                     independent contractor of the TSE or any of its
                     subsidiaries;
<PAGE>

             (iii)  arising from any act or omission of The Canadian Depository
                    for Securities Limited or any other clearing corporation.

11.7   Excusable Delays. Neither ATG nor the TSE shall be liable for delay or
       failure of performance of any of the acts required by this Agreement when
       such delay or failure arises from circumstances beyond the control and
       without the gross negligence or wilful misconduct of the parties. Such
       causes may include, without limitation, acts of God, acts of government
       in its sovereign or contractual capacity, acts of a public enemy, acts of
       civil or military authority, war, riots, civil strife, terrorism,
       blockades, sabotage, rationing, embargoes, epidemics, earthquakes, fire,
       flood, quarantine restrictions, power shortages or failures, utility or
       communication failures or delays, labour disputes, strikes, or shortages,
       supply shortages, equipment failures, or solitary malfunctions. The time
       for performance of any act delayed by such events may be postponed for a
       period equal to the delay.

11.8   ATG User Agreements. ATG shall ensure that the agreement between ATG and
       each of its Users contains provisions similar to sections 11.2, 11.3,
       11.4 and 11.6(b) limiting the TSE's liability to Users. ATG shall provide
       the TSE with a copy of the proposed provisions for its prior approval. In
       addition, ATG shall ensure that the TSE is a third party beneficiary of
       these provisions under the User agreement.


12.    TERM AND TERMINATION

12.1   Term. Unless terminated earlier under sections 2.4, 2.7, 3.2.5, 4.2,
       12.2, 12.3, 12.4 or 16.1, the term of this Agreement shall be for an
       initial period of five years, commencing on the date specified above and
       expiring on the fifth anniversary thereof, at which time it shall
       automatically continue indefinitely until a Party terminates this
       Agreement effective at the end of the initial term or at any time
       thereafter by notifying the other Party in writing of its intention to
       terminate at least 180 days before the effective date of termination.

12.2   Termination. In addition to the termination rights under 2.4, 2.7, 3.2.5,
       4.2 and 12.3, 12.4 and 16.1, the Parties may terminate this Agreement in
       accordance with the following provisions:

   12.2.1.   Breach of Material Term. Either Party may terminate this Agreement
             if the other Party breaches a material term of this Agreement and
             such breach continues unremedied for 45 days after receipt of
             written notice specifically setting forth the nature of such
             breach.

   12.2.2.   Material Damage to Reputation or Goodwill. At any time during the
             term of this Agreement, either Party may give the other Party
             ninety (90) days prior written notice of termination if the
             terminating Party believes reasonably and in good faith that
             material damage or harm is occurring to the reputation or goodwill
             of that party by reason of its continued performance hereunder, and
             such notice shall be effective on the date specified therein of
             such termination,
<PAGE>

             unless, if applicable, the other party shall correct the condition
             causing such damage or harm within the notice period.

   12.2.3.   Insolvency. Either Party may terminate this Agreement in the event
             that the other Party becomes insolvent or makes an assignment for
             the general benefit of auditors, or any proceedings shall be
             commenced by or against a Party under any bankruptcy or insolvency
             laws or proceedings for the appointment of a receiver or a
             receiver-manager or any other official with similar powers for
             such Party or if such Party ceases to carry on business.

   12.2.4.   TSE Termination. The Parties have agreed to certain provisions in
             this Agreement based, in large part, on the state of Regulations at
             the time of this Agreement. The TSE may terminate this Agreement
             upon ninety (90) days (or upon such lesser period of time if
             required pursuant to a court order or Regulation) prior written
             notice to ATG if:

             (i)     the TSE is informed of the final adoption of any Regulation
                     or the issuance of any interpretation that materially
                     impairs, or makes materially more expensive, the TSE's
                     ability to perform its obligations as contemplated by this
                     Agreement;

             (ii)    any litigation or proceeding is threatened or commenced and
                     the TSE reasonably believes that such litigation or
                     proceeding would have a material and adverse effect upon
                     the TSE Marks or upon the ability of the TSE to perform
                     under this Agreement; or

             (iii)   in the event that the scope of regulatory services provided
                     under section 4 changes and ATG does not agree to such
                     changes.

12.3   Termination for ATG Failure to Achieve Business Standards. In the event
       that ATG does not achieve the volume thresholds set out in Exhibit F, the
       TSE shall have the right to terminate this Agreement upon ninety (90)
       days' prior written notice to ATG. This shall be the TSE's exclusive
       remedy in the event ATG fails to meet the volume thresholds.

12.4   Termination for Change of Control. In the event that (i) a controlling
       interest in a Party is acquired directly or indirectly by a third party
       who is not an Affiliate of such party prior to such transaction, (ii) a
       Party merges into, consolidates with, or otherwise is acquired by
       directly or indirectly, any third party who is not an Affiliate of it
       prior to such transaction; or (iii) a Party is sold or substantially all
       of its assets are sold directly or indirectly to a third party (each, a
       "Change in Control"), the TSE or ATG shall provide notice to the other
       Party setting forth the details of such Change in Control promptly upon
       such Change in Control or if, permitted by law or applicable regulations,
       at least forty-five (45) days prior to such Change in Control. For the
       purposes of this section 12.4, the term "control" (including the terms
       "controlling", "controlled by", and "under common control with"), means
       the possession, direct or indirect, of the power to direct or cause the
       direction of the management and policies of a party, whether through the
       ownership of voting
<PAGE>

       securities, by contract or otherwise. The Party receiving the notice of a
       Change in Control may, within thirty (30) days of receiving such notice,
       terminate this Agreement on thirty (30) days' prior written notice.

12.5   Effect of Termination.  Upon the expiry or termination of this Agreement:

       (a)   all licenses granted hereunder by either party to the other party
             shall terminate, and ATG shall cease to be entitled to access the
             TSE System;

       (b)   each Party shall remain liable to pay to the other Party all
             amounts due and payable or accrued up to the time of expiry or
             termination;

       (c)   each Party shall promptly return the other Party's Confidential
             Information, or destroy it and provide a certificate from a senior
             officer attesting to no Confidential Information of the other Party
             being retained in the possession or control of the Party;

       (d)   ATG shall cease to refer to itself a "Facility of the TSE" and
             shall cause its Affiliates and any other parties with whom it has a
             contractual relationship to cease using such references, and shall
             use commercially reasonable efforts to ensure all other parties
             using such references cease to do so; and

       (e)   Marketing services under section 5 of this Agreement shall cease.

12.6   Survival. Notwithstanding any other provision of this Agreement, Sections
       3.2.9, 3.2.10, 4.3.7, 4.3.8, 4.6, 4.7, 4.9, 4.10, 4.11, 6.1, 6.2, 7, 8.1,
       11 and 12.6 shall survive the termination of this Agreement.


13.    DISPUTE RESOLUTION

13.1   Dispute Resolution.

       (a)   In the event of any disagreement regarding performance under or
             interpretation of this Agreement ("Dispute") and prior to the
             commencement of any formal proceedings, the parties shall continue
             performance as set forth in this Agreement and shall attempt in
             good faith to reach a negotiated resolution by designating a senior
             representative of appropriate authority to resolve the Dispute.
             Formal proceedings for the arbitration of such Dispute in
             accordance with subsection (b) may not be commenced until the later
             of (i) the expiration of thirty (30) days after the initial request
             for such negotiations, or (ii) either of the designated
             representatives concluding in good faith and notifying the other
             designated representative that amicable resolution through
             continued negotiation of the matter in issue does not appear
             likely.

       (b)   Subject to Section 13.2, the TSE and ATG agree that if they are
             unable to resolve any Dispute as contemplated by subsection (a),
             then such Dispute shall be referred for arbitration before a single
             arbitrator in accordance with
<PAGE>

             the rules of the Arbitrations Act (Ontario) (the "Act"). If within
             15 days of either party requesting such arbitration the Parties
             cannot mutually agree upon an arbitrator, the arbitrator will be
             selected by the process provided in the Act. The decision of the
             arbitrator shall be final and binding upon the parties. The fees of
             the arbitrator shall be borne equally by the Parties. The
             arbitration shall be held in Toronto.

13.2   Exception. Notwithstanding anything else contained in this Section 13,
       any Dispute relating to the confidentiality or license provisions of this
       Agreement, including any Dispute relating to Intellectual Property
       Rights, may be pursued through regular judicial process (including
       seeking injunctive relief).


14.    ASSIGNMENT AND CHANGE IN CONTROL

14.1   Assignment. This Agreement is solely and exclusively between the Parties
       hereto and, except to the extent otherwise expressly provided herein,
       shall not be assigned or transferred, nor shall any duty hereunder be
       delegated or sub-contracted, by ATG, without the prior written consent of
       the TSE, and any attempt to so assign or transfer this Agreement or
       delegate any duty hereunder without such written consent shall be null
       and void. This Agreement shall be valid and binding on the parties hereto
       and their successors and permitted assigns.

14.2   Subcontractors. ATG must obtain the TSE's prior written approval for
       using a subcontractor for the provision of services to support its
       obligations hereunder, other than in circumstances where an individual
       independent consultant or contractor is retained to work together with
       ATG to perform its services hereunder, provided that ATG provides the TSE
       with a non-disclosure agreement entered into by each independent
       consultant in the form prescribed by the TSE. Where the TSE consents to
       ATG's use of a subcontractor, ATG shall continue to remain responsible
       for the performance of the subcontractor including ensuring that the
       subcontractor complies with the audit provisions of this Agreement. ATG
       shall supervise and be liable for the work performed by all
       subcontractor, including independent contractors, and any breach by such
       subcontractor of such subcontractors' obligation to the TSE. ATG agrees
       that it shall indemnify and make the TSE whole from any unauthorized
       costs or damages suffered by the TSE as the result of any conduct by any
       subcontractor, including independent contractors, hired by ATG to provide
       services in connection with the ATG Matching System.

15.    GENERAL

15.1   Counterparts. This Agreement may be executed in one or more counterparts
       which shall each be considered an original, but all of which together
       shall constitute one and the same Agreement.

15.2   Entire Agreement. This Agreement, including the Exhibits hereto (which
       are hereby expressly incorporated into and made a part of this
       Agreement), constitutes the entire
<PAGE>

       agreement of the Parties hereto with respect to its subject matter, and
       supersedes any and all previous agreements between the parties with
       respect to the subject matter of this Agreement. There are no oral or
       written representations, agreements or understandings except as provided
       herein.

15.3   Independent Contractors. The parties to this agreement are independent
       contractors and no partnership, joint venture, enterprise or employment
       relationship shall be created. No provision of this Agreement is intended
       to confer upon any person other than the parties hereto any rights or
       remedies hereunder or inferred by the existence or performance of this
       Agreement.

15.4   Waivers. No waiver, modification or amendment of any of the terms and
       conditions hereof shall be valid or binding unless set forth in a written
       instrument signed by duly authorized officers of both Parties. The delay
       or failure by any Party to insist, in any one or more instances, upon
       strict performance of any of the terms or conditions of this Agreement or
       to exercise any right or privilege herein conferred shall not be
       construed as a waiver of any such term, condition, right or privilege,
       but the same shall continue in full force and effect.

15.5   Continued Protection. No breach, default or threatened breach of this
       Agreement by either party shall relieve the other party of its
       obligations or liabilities under this Agreement with respect to the
       protection of the property or proprietary nature of any property which is
       the subject of this Agreement.

15.6   Terms of Agreement. Each Party agrees to keep confidential the terms of
       this Agreement and not disclose same to third parties, provided that
       disclosure shall be permitted to the Party's professional advisors,
       accountants, bankers and similar persons, as well as prospective merger
       or similar partners.

15.7   Notices. All notices and other communications under this Agreement shall
       be: (i) in writing, and (ii) delivered by hand (with receipt confirmed in
       writing), by registered or certified mail (return receipt requested), or
       by facsimile transmission (with receipt confirmed in writing), to the
       address or facsimile number set forth below or to such other address or
       facsimile number as either party shall specify by a written notice to the
       other:

       If to the TSE:

       The Toronto Stock Exchange Inc.:
       The Exchange Tower
       2 First Canadian Place
       Toronto, Ontario  M5X 1J2

       Attention:  Director, Equity Markets
       Fax:        (416) 947-4295
<PAGE>

       If to ATG:

       Ashton Technology Canada Inc.
       365 Bay Street
       Toronto, Ontario
       M5S 2V2

       Attention:  Duane Erickson
       Fax:        (416) 860-9427

       Notices so given shall be deemed received upon receipt in the case of
       delivery by hand or facsimile transmission, or after the fifth day after
       the mailing thereof if sent by mail.

15.8   Governing Law. This Agreement shall be interpreted, construed and
       enforced in accordance with the laws of the Province of Ontario without
       reference to or inclusion of the principles of choice of law or conflicts
       of law of that jurisdiction. It is the intent of the parties that the
       substantive law of the Province of Ontario (excluding the conflict of law
       principles of the laws of that Province) shall govern this Agreement. The
       Parties agree that the U.N. Convention on the International Sale of Goods
       shall not apply to this Agreement. Each party agrees that any legal
       action, proceeding, controversy or claim between the parties arising out
       of or relating to this Agreement may be brought and prosecuted in the
       courts of the Province of Ontario, and by execution of this Agreement
       each party hereto submits to the non-exclusive jurisdiction of such
       courts and waives any objection it might have based upon improper venue
       or inconvenient forum. ATG agrees not to bring any legal proceeding
       against the TSE in any jurisdiction except Ontario.

15.9   Severability. If any provision of this Agreement is held to be illegal or
       unenforceable, such provision shall be severed and the remainder of the
       Agreement shall remain in full force and effect.

15.10  Further Assurances. Each Party shall execute such further documents and
       take such further measures as are reasonably necessary to give full
       effect to this Agreement. ATG agrees that the TSE System may include
       components belonging to third parties, and therefore, upon request of the
       TSE, ATG shall execute relevant agreements required by such third
       parties.

15.11  Extended Meanings. In this Agreement words importing any gender include
       all genders and words importing persons include individuals,
       partnerships, associations, trusts and corporations.

15.12  Subject Headings. The subject headings of the Sections of this Agreement
       are included for the purposes of convenience only, and shall not affect
       the construction or interpretations of any of its provisions.

15.13  Currency. All references to currency herein are to lawful money of
       Canada.
<PAGE>

16.    CONDITIONS

16.1   Conditions. The implementation of this Agreement is subject to the
       receipt by the TSE of satisfactory background checks of ATG directors and
       officers. In the event that such background checks are unsatisfactory,
       the TSE may terminate this Agreement effective immediately.


The Parties have executed this Agreement as of the date first set forth above.



ASHTON TECHNOLOGY CANADA INC.               THE TORONTO STOCK EXCHANGE INC.


By:     ____________________________        By:     ___________________________

Name:   ____________________________        Name:   ___________________________
Title:  ____________________________        Title:  ___________________________


                                            By:     ___________________________

                                            Name:   ___________________________
                                            Title:  ___________________________