Exhibit 10.1

                           PURCHASE AND SALE AGREEMENT

     This Purchase and Sale Agreement (the "Agreement") is made this 26th day of
January,  2009, by and among Advanced  Technologies  Group, Ltd.  ("Seller"),  a
Nevada  corporation,  having its principal  place of business at 249  Washington
Street,  Jersey City, NJ 07302, FX Direct Dealer, LLC ("Purchaser"),  a Delaware
limited  liability  company,  having its principal  place of business at 75 Park
Place,  4th floor,  New York, NY 10007  (Seller and  Purchaser  are  hereinafter
sometimes  referred  to  individually  as  a  "Party"  or  collectively  as  the
"Parties"), MaxQ Investments, LLC., a Delaware limited liability company, having
a principal  place of business at 75 Park Place,  4th Floor,  New York, New York
10007 (MaxQ  Investments LLC ("MaxQ") is sometimes  referred to as the "Majority
MEMBER"), and Tradition, N.A., having its principal place of business at 75 Park
Place,  4th floor, New York, New York 10007  ("Tradition"),  but with respect to
Tradition only as to Section 5 (e) of this Agreement.

     WHEREAS,  the  Parties,  MaxQ and  Tradition  agree and  acknowledge  that,
although  this  Agreement is being  executed as of the date hereof and a Closing
with respect to the purchase and sale transaction  referenced herein is proposed
to occur hereafter,  the Parties reached  substantial  agreement  subject to the
closing  conditions  contained herein, and intend such Closing to have occurred,
as of December 31, 2008;

     WHEREAS,  Purchaser  desires  to  purchase  substantially  all of  Seller's
Membership Interest in an amount equal to 99.96% of Seller's Percentage Interest
(as defined in that certain  Operating  Agreement of Purchaser,  dated March 20,
2002  (the  "Operating  Agreement")  in  Purchaser  (which  99.96%  of  Seller's
Percentage Interest purchased hereunder shall be the "Interest Purchased"), such
that  Seller  shall  retain a  Membership  Interest  equal to a .01%  Percentage
Interest in Purchaser (such Percentage Interest as calculated after the purchase
is  consummated)  (which  retained  Units  owned  by  Seller  are the  "Retained
Interest");

     WHEREAS,  the Parties  desire to resolve any and all claims that the Seller
Parties  (those  parties as defined in the  "Mutual  General  Release"  attached
hereto as Exhibit A) and the Purchaser Parties (as defined in the Mutual General
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Release)  may each have as  against  the  others,  as set  forth in such  Mutual
General Release;

     WHEREAS, in connection with Seller's sale of the Interest Purchased, Seller
and  Purchaser  shall  agree to the terms of an Amended and  Restated  Operating
Agreement, on or before the Closing Date (defined in Section 1 (b) below) of the
sale of the Interest  Purchased,  which Amended and Restated Operating Agreement
shall amend the Operating  Agreement in recognition  of the Sale  Transaction as
defined in Section 1(b) below;

     WHEREAS,  in accordance  with the terms hereof,  the Purchaser  will make a
cash down payment and will  execute a  subordinated  note and cash  subordinated
note agreement in favor of Seller (which  subordinated  note and agreement shall
comply with all applicable regulatory guidelines),  the payment of which cash as
set forth in Section 1 hereof, and the issuance, execution and delivery of which
documents,  in addition to satisfaction or waiver of the closing  conditions set
forth in Section 5 hereof,  shall operate to transfer the Interest  Purchased to
Purchaser;

     WHEREAS,  Seller  desires to sell the  Interest  Purchased  and  Purchaser,
acting  by  authority  conferred  by the  Majority  Member as  reflected  by its
execution  hereof,  desires to purchase  the  Interest  subject to the terms and
conditions set forth herein.

      NOW THEREFORE,  in consideration  of the premises,  promises and covenants
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  Parties  hereby  agree as
follows:

1. PURCHASE AND SALE.

     (a) Recitals.  The Recitals  hereto are  incorporated  by reference in this
     Agreement and made a part hereof.

     (b) Sale of Interest.  Effective  upon the closing of this  transaction  as
     hereinafter  provided  (the  "Closing"  and such date the "Closing  Date"),

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     Seller shall  irrevocably sell,  convey,  assign and transfer to Purchaser,
     and  Purchaser  shall  purchase,  acquire  and accept from  Seller,  all of
     Seller's  right,  title and  interest  in and to the  Interest  (the  "Sale
     Transaction")  free and clear of any liens,  charges,  security  interests,
     pledges,  mortgages  or other  encumbrances  (other  than  restrictions  on
     transfer  generally arising under the Securities Act of 1933, as amended or
     other applicable laws) (collectively, "Liens").

     (c) Purchase Price. The purchase price for the Interest Purchased is TWENTY
     SIX MILLION U.S. DOLLARS ($26,000,000) (the "Purchase Price"). The Purchase
     Price is payable on the Closing Date by means of a cash down payment  equal
     to NINE MILLION U.S.  DOLLARS  ($9,000,000)  (the "Down  Payment")  made to
     Seller as indicated in Section 5(c)(ii) hereof, and the duly authorized and
     executed  Subordinated  Note  attached  hereto as Exhibit B ("Note") in the
     amount   of   SEVENTEEN   MILLION   U.S.   DOLLARS    ($17,000,000)    (the
     "Indebtedness"),   pursuant  to  the  terms  and   conditions   of  a  Cash
     Subordinated  Loan Agreement  attached hereto as Exhibit C (the "CSLA") and
     the Note.

2.   REPRESENTATIONS  AND  WARRANTIES OF SELLER.  Seller hereby  represents  and
     warrants to Purchaser  that, as of the date of this Agreement and at and as
     of the Closing Date:

     (a)  Seller is a  publicly-traded  corporation  duly  registered  under the
     Securities  Exchange Act of 1934 and incorporated,  validly existing and in
     good  standing  under  the laws of the  State of  Nevada.  Seller  has full
     corporate  power and authority  necessary for the  execution,  delivery and
     performance by Seller of this Agreement and the transactions and agreements
     contemplated hereby.

     (b) This Agreement has been duly authorized by all requisite corporate acts
     or proceedings of the Seller in accordance with applicable laws,  including
     all federal and state  securities  laws  (subject  to the  requirements  of
     Regulation 14C of the Securities  Exchange Act of 1934),  and has been duly
     executed and delivered by Seller and, assuming due authorization, execution

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     and  delivery  hereof  by  Purchaser,  is  the  legal,  valid  and  binding
     obligation of Seller,  enforceable  against  Seller in accordance  with its
     terms.

     (c) The  execution,  delivery and  performance  of this  Agreement  and the
     consummation of the transactions  contemplated hereby,  including,  without
     limitation  the Sale  Transaction  (subject to compliance  with  applicable
     securities law requirements),  does not conflict with or result in a breach
     or violation of any of the terms or provisions  of, or constitute a default
     under: (i) the articles of  incorporation  or by-laws of Seller,  or, as of
     the Closing Date, the Amended and Restated  Operating  Agreement,  (ii) any
     indenture,  mortgage,  deed of trust,  loan agreement or other agreement or
     instrument  to which Seller is a party or by which  Seller is bound,  or to
     which any of the property or assets of Seller is subject, or (iii) any law,
     order,  rule  judgment,  decree or regulation of any court or  governmental
     agency or body having jurisdiction over Seller or the property of Seller.

     (d)  Seller is the sole  record and  beneficial  owner of, and has good and
     valid title to, the Interest, free and clear of all Liens.

     (e) No claim, legal action, suit, arbitration,  governmental  investigation
     or other legal or administrative proceeding is pending or, to the knowledge
     of the Seller,  threatened in writing  against the Seller that would enjoin
     or delay the consummation of the transactions contemplated hereby.

     (f) Seller is not a party to any agreement with any finder or broker, or in
     any way  obligated  to any  finder or broker for any  commissions,  fees or
     expenses,  in  connection  with  the  origin,  negotiation,   execution  or
     performance  of  this  Agreement  for  which  any of the  Purchaser  or the
     Majority Member would be liable.

     (g) Seller has received and reviewed the financial  statements and business
     plans  of the  Purchaser  (including  audited  financial  statements  dated
     12/31/07  Form 1-FR  prepared in accordance  with  regulations  of the U.S.

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     Commodity Futures Trading Commission ("CFTC  Regulations") as of 11/30/08),
     has had the  opportunity  to ask questions of Purchaser and its  management
     regarding  the  financial  and  operating  status of the  Purchaser and the
     current status of all material  facts  affecting the business or operations
     of Purchaser,  and has considered all this information  thoroughly prior to
     executing this  Agreement.  Seller has sought  appropriate  legal,  tax and
     investment advice regarding sale of its Interest Purchased to Purchaser and
     is  selling  the  Interest  Purchased  freely,  voluntarily  and  with  all
     reasonable information to make an informed decision.

3.   REPRESENTATIONS  AND WARRANTIES OF PURCHASER.  Purchaser hereby  represents
     and warrants to Seller that, as of the date of this Agreement and at and as
     of the Closing Date:

     (a)  Purchaser  is a limited  liability  company  duly  organized,  validly
     existing  and in good  standing  under the laws of the  State of  Delaware.
     Purchaser has full limited power and authority necessary for the execution,
     delivery and  performance by Seller of this Agreement and the  transactions
     contemplated hereby.

     (b) This  Agreement  has been  duly  authorized  by all  requisite  acts or
     proceedings  of the  Purchaser  and has been duly executed and delivered by
     Purchaser  and is the legal,  valid and binding  obligation  of  Purchaser,
     enforceable  against  Purchaser  in  accordance  with its  terms.  The Sale
     Transaction  has been duly  authorized by all requisite acts or proceedings
     of the Purchaser prior to the Closing Date.

     (c) The  execution,  delivery and  performance  of this  Agreement  and the
     consummation of the transactions  contemplated  hereby,  including  without
     limitation  the Sale  Transaction  (subject  to  appropriate  approvals  by
     applicable  regulatory  authorities,  including  the  Regulators)  does not
     conflict  with or result in a breach  or  violation  of any of the terms or
     provisions of, or constitute a default under: (i) any indenture,  mortgage,
     deed of trust,  loan  agreement or other  agreement or  instrument to which

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     Purchaser is a party or by which Purchaser is bound, or to which any of the
     property or assets of Purchaser is subject,  or (ii) any law,  order,  rule
     judgment,  decree or regulation of any court or governmental agency or body
     having jurisdiction over Purchaser or the property of Purchaser.

     (d) No claim, legal action, suit, arbitration,  governmental  investigation
     or other legal or administrative proceeding is pending or, to the knowledge
     of the  Purchaser,  threatened in writing  against the Purchaser that would
     enjoin or delay the consummation of the transactions contemplated hereby.

     (e) Purchaser is not a party to any agreement with any finder or broker, or
     in any way obligated to any finder or broker for any  commissions,  fees or
     expenses,  in  connection  with  the  origin,  negotiation,   execution  or
     performance of this Agreement.

     (f) The Majority Member, Seller and Tradition,  N.A., constitute all of the
     members of  Purchaser.  By its  execution of this  Agreement,  the Majority
     Member  hereby  confirms  that (i) the  Purchaser's  Board of Managers  has
     approved such  Agreement;  and (ii)  Purchaser has the authority to execute
     this Agreement and consummate the transaction contemplated hereunder.

     (g) (A) The audited financial statements of the Purchaser as of and for the
     year  ended  December  31,  2007,  together  with  the  related  notes  and
     schedules,  if any and the most recent Form 1-FR  prepared by the Purchaser
     (collectively,  the "Available Financial  Statements"),  attached hereto as
     Schedule 3(g) are true, correct and complete in all respects, (B) have been
     prepared  in  accordance   with  GAAP;  (C)  subject  to  normal   auditing
     adjustments,  present fairly, and are true, correct and complete statements
     in all  material  respects of the  financial  condition  and the results of
     operations,  retained  earnings,  members'  equity  and  cash  flows of the
     Purchaser as at and for the periods  therein  specified;  and (D) have been
     prepared  from and are in  accordance  with the  books and  records  of the

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     Purchaser. For the purposes of this subsection,  "GAAP" means United States
     generally accepted accounting principles.

     (h) Except as disclosed on Schedule 3(h),  since  December 31, 2007,  there
     has not been any  material  adverse  change in the  condition,  operations,
     assets,  liabilities,  earnings,  business,  results of  operations  or the
     Adjusted  Net Capital  (defined  below) of the  Purchaser or its ability to
     repay its  obligations.  "Adjusted  Net  Capital"  means:  (i) an amount of
     capital held by Purchaser,  if such Purchaser were  registered to engage in
     the business of foreign  exchange  under CFTC  Regulations,  which would be
     required to be reported on a Form 1-FR by the National Futures  Association
     ("NFA");  less (ii)  haircuts  related to risks  associated  with  carrying
     positions in currencies;  less (iii)  non-allowable  assets, all determined
     pursuant to the CFTC Regulations.

     (i) Purchaser and the Majority  Member are not aware of any pending actions
     or proceedings, nor are they aware of any facts which would reasonably form
     the basis of an action or  proceeding,  which  action or  proceeding  would
     materially and adversely effect the business of Purchaser, its Adjusted Net
     Capital or its ability to repay its obligations.

     (j) Except for (i)  Liabilities  (defined  below)  expressly  reflected  or
     reserved for in the Financial Statements,  (ii) Liabilities incurred in the
     ordinary  course of business  consistent  with past  practice of  Purchaser
     since the date of the Form 1-FR  incorporated in the Financial  Statements,
     (iii) Liabilities  which  individually or in the aggregate are not material
     to the Purchaser,  and (iv)  Liabilities set forth on Schedule 3(j) hereto,
     the Purchaser  does not have any  Liabilities,  subordinated  or otherwise,
     which are material to the condition (financial or otherwise) of the assets,
     properties,  or business of the  Purchaser and which would  materially  and
     adversely effect the business of the Purchaser, its Adjusted Net Capital or
     its ability to repay its  obligations.  For the  purposes of this Section 3
     (j), "Liabilities" means all liabilities and obligations, known or unknown,
     asserted or  unasserted,  absolute  or  contingent,  accrued or  unaccrued,

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     liquidated or  unliquidated,  whether due or to become due, which relate to
     the operation of the Purchaser's business prior to the Closing.

     (k) The Purchaser  has  available to it sufficient  funds to pay Seller the
     Down Payment without violating its minimum capital requirements established
     by the NFA.

     (l)  Purchaser  and the Majority  Member  represent  and warrant  that,  if
     Purchaser  were  a  registered  entity  as of the  date  hereof,  it  would
     currently  comply  with the minimum  capital  requirements  established  by
     applicable regulatory authorities.

4. COVENANTS OF THE PARTIES.

     (a) Waiver.  Effective  immediately as of the date of this Agreement,  each
     Party  hereby  waives any and all  rights  arising  or  existing  under the
     Operating  Agreement,  the  Purchaser's  Certificate of Organization or any
     other agreement that would in any way prohibit or restrict the consummation
     of the Sale Transaction.

     (b) Non-Solicitation;  Non-Interference; Non-Use; Non-Competition. From and
     after the date of execution of this Agreement, the Seller and the Purchaser
     shall not: (i) hire,  recruit,  solicit or  otherwise  attempt to employ or
     engage  any person  employed  by the other  Party,  or induce or attempt to
     induce  any  person  to  leave  such  employment,   other  than  soliciting
     employment  by  placement  of general  advertisements  for such  persons in
     newspapers or other media of general circulation, (ii) in any way interfere
     with the relationship  between Purchaser or Seller, as the case may be, and
     any employee, customer, sales representative, broker, supplier, licensee or
     other business relation (or any prospective customer, supplier, licensee or
     other  business  relationship)  of  the  other  Party  (including,  without
     limitation,   by  making  any  negative  or   disparaging   statements   or
     communications  regarding  the  other  Party  or  any  of  its  operations,
     officers,  managers  or  members);  (iii) use,  display or  distribute  any

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     intellectual  property or other assets or attributes of the other Party; or
     (iv) directly or  indirectly  engage in any business that competes with the
     business of the other Party;  provided,  however,  Seller may engage in the
     business of software  development  but not for the purpose of  supplying or
     serving  businesses  principally  engaged in the  exchange or  ownership of
     currencies,  or trading in spot, Over The Counter ("OTC") foreign  exchange
     transactions.

     (c)  The  Parties  acknowledge  their  respective  obligations  under  this
     Agreement,  the CSLA and the Note  shall  continue  following  Closing  and
     further  acknowledge  that references to the Agreement,  to the CSLA and to
     the Note shall, where the context requires,  include reference to the other
     transaction  documents.  To the extent, if any, there is a conflict between
     the  terms  and  conditions  of this  Agreement  and  either  the terms and
     conditions of the CSLA or the terms and  conditions of the Note,  the terms
     and  provisions of the  Agreement  shall  control;  provided,  however,  if
     applicable regulatory authorities require otherwise,  the provisions of the
     CSLA shall control in any event.

     (d) On or  before  the  Note is paid in  full,  subject  to all  applicable
     regulatory  requirements,  Purchaser will use its  commercially  reasonable
     efforts to:

     (i) pay and  discharge,  as the same shall become due and payable,  all its
     obligations and  liabilities,  including (A) all material tax  liabilities,
     assessments and governmental charges or levies upon it or its properties or
     assets, and (B) all lawful claims (including, without limitation, claims of
     landlords,  warehousemen,  customs brokers, and carriers) which, if unpaid,
     would by law become a lien upon its property;

     (ii)  preserve,  renew and  maintain  in full  force and  effect  its legal
     existence  and good  standing  under  the laws of the  jurisdiction  of its
     organization  and  take all  reasonable  action  to  maintain  all  rights,
     privileges,  permits, licenses and franchises necessary or desirable in the

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     normal conduct of its business,  except to the extent that failure to do so
     could not  reasonably be expected to have a material and adverse  effect on
     its business and operations;  and preserve or renew all of its intellectual
     property, except to the extent such intellectual property is no longer used
     or useful in the conduct of the business of the Purchaser;

     (iii)  maintain,  preserve and protect all of its material  properties  and
     equipment  necessary in the operation of its business in good working order
     and  condition,  ordinary  wear and tear  excepted;  and make all necessary
     repairs  thereto and renewals and  replacements  thereof,  except where the
     failure to do so could not  reasonably  be expected to have a material  and
     adverse effect on its business and operations;

     (iv) maintain with  financially  sound and reputable  insurance  companies,
     insurance  with  respect to its  properties  and  business  against loss or
     damage of the kinds  customarily  insured against by persons engaged in the
     same or similar business and operating in the same or similar  locations or
     as is required by applicable  law, of such types and in such amounts (after
     giving  effect  to  any   self-insurance   compatible  with  the  following
     standards) as are customarily  carried under similar  circumstances by such
     other persons;

     (v) comply in all material  respects with the requirements of all U.S. laws
     and all U.S. orders, writs,  injunctions and decrees applicable to it or to
     or property,  except in such instances in which (A) such requirement of law
     or order,  writ,  injunction or decree is being  contested in good faith by
     proceedings  diligently  conducted  and  with  respect  to  which  adequate
     reserves have been set aside and  maintained in accordance  with GAAP;  and
     (B) such contest  effectively  suspends  enforcement of the contested laws,
     and (C) the failure to comply therewith would not reasonably be expected to
     have a material and adverse effect on its business, operations and Adjusted
     Net Capital;

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     (vi) maintain  proper books of record and account,  in which full, true and
     correct entries in conformity with GAAP consistently  applied shall be made
     of  all  financial  transactions  and  matters  involving  its  assets  and
     business;  and  maintain  such  books of record  and  account  in  material
     conformity with all applicable  requirements  of it Regulators  (defined in
     Section 5(a)(i) below), as the case may be;

     (vii) make  available to Seller within 20 days of completion to Purchaser's
     satisfaction: (a) copies of Form 1-FR statements filed monthly with the NFA
     upon registration  therewith,  and (b) audited financial  statements of the
     Purchaser for each fiscal year of  Purchaser's  business until the Purchase
     Price is paid in full.

     (viii) execute any and all further  documents,  agreements and instruments,
     and take all such further actions that may be required under any applicable
     law, or which Seller may reasonably  request, to effectuate the transaction
     contemplated by this Agreement.

     (e) Until the  Purchase  Price has been paid in full to  Seller,  Purchaser
     shall  use  commercially   reasonable   efforts  in  its  sole  discretion,
     consistent with industry norms in the foreign currency  exchange  business,
     to maintain net capital in an amount which is materially  greater than that
     which is required by applicable regulatory authorities.

     (f) One (1) business day following payment in full of the Purchase Price by
     Purchaser to Seller in  accordance  with CFTC  Regulations,  Seller  hereby
     agrees to sell the Retained  Interest to Purchaser,  conditioned  only upon
     payment of $5,000 by Purchaser to Seller in consideration thereof.

     (g) (i) Purchaser  represents and  covenants,  as the case may be, that (A)
     Purchaser is in the process of  registering  as a Foreign  Exchange  Dealer
     ("FED")  pursuant to CFTC  Regulations  with the NFA,  (B) the CSLA and the

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     Note  must  be  approved  by  the  NFA as a  condition  to  achieving  such
     registration,  (C)  there  exists  a  remote  possibility  that the NFA may
     require that the terms of the CSLA and/or the Note be amended to conform to
     its  interpretation  of CFTC  Regulations,  and (D) Purchaser is willing to
     close the Sale Transaction without approval of the CSLA and the Note by the
     NFA.

     (ii) In  consideration  of the  foregoing,  in the event that:  (A) the NFA
     requires  any  amendments  to the Note or the  CSLA  (which  amendments  if
     required shall be the "NFA Amendments") as a condition to FED registration,
     the effect of which NFA  Amendments  would deny  Seller the  benefit of any
     portion of the economic bargain made by it pursuant to this Agreement,  the
     CSLA and Note, and (B) Seller has a resulting, reasonable good faith belief
     that it has been  denied  the  economic  benefit,  or any  portion,  of its
     bargain  as set forth in this  Agreement,  the Note and the CSLA,  then the
     Parties agree to use their good faith efforts to (x) obtain the  referenced
     FED registration and not to obstruct or prevent same, and (y) thereafter to
     settle any  differences  they may have for a period of no less than 30 days
     from the date of notification by the NFA as to its final position regarding
     such CSLA or Note. After such 30 day period,  in the event Seller continues
     to have a reasonable  good faith belief that it is being denied any portion
     thereof  of the  economic  benefit  bargained  for  based  upon  reasonably
     demonstrable facts, then it shall provide notice to Purchaser describing in
     reasonable  detail the  economic  benefit  lost and  explaining  the causal
     effect between the NFA Amendments required and the alleged loss of economic
     benefit.  Purchaser  shall  promptly  compensate  Seller  for  actual  lost
     economic benefit based upon reasonably detailed evidence thereof.

     (h) In the  event  that  Seller  is  charged  with  any  tax  liability  by
     applicable taxing authorities relating to the Interest Purchased and/or the
     Retained  Interest which  liability is attributable to any period during or
     after the 2009  calendar year (such period during or after 2009 is the "Tax
     Stub  Period"),  resulting  from  income  allocated  by such  authority  or
     authorities  to the Seller for such Tax Stub Period,  Purchaser  shall take

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     responsibility for payment of, and shall make payment with respect to, such
     tax liability charged to Seller during such Tax Stub Period.

5. CLOSING CONDITIONS; DELIVERABLES AT CLOSING; ISSUES WITH THE REGULATORS.

     (a) Preparations for Closing.

     (i) Prior to the Closing Date:

               (A)  Purchaser   shall  take  all  necessary  steps  as  soon  as
     practicable following the execution of this Agreement to secure approval of
     this transaction by the NFA and such other U.S.  regulatory agencies having
     jurisdiction over Purchaser's business,  from which Purchaser would have an
     obligation  to  secure  prior  approval  if it were a  registered  FED (the
     "Regulators");  provided, however, the approval of the Regulators shall not
     be a condition to the Closing.

               (B)  Seller  shall  prepare  and  file  with the  Securities  and
     Exchange  Commission ("SEC") as promptly as practical following the date of
     this  Agreement,  but in no event  later than  thirty  (30) days  following
     execution  of  this  Agreement,   an  information   statement  meeting  the
     requirements  of Regulation 14C under the Securities  Exchange Act of 1934,
     as amended,  with respect to approval of this Agreement by written  consent
     of the  holders  of a majority  of  Seller's  outstanding  shares of common
     stock.

               (C)  Purchaser  shall  draft an Amended  and  Restated  Operating
     Agreement  and shall  deliver  same to Seller for its  review and  approval
     prior  to the  Closing  Date,  which  approval  shall  not be  unreasonably
     withheld.

     (b) Mutual Conditions to Closing

     (i) At the Closing Date:

               (A)  there  shall not be in effect  any  injunction,  restraining
     order or decree of any nature of any governmental  entity that prohibits or
     materially  restricts the  consummation  of the  transactions  contemplated
     hereby; provided, however, that the benefits of this Section 5(b) shall not

                                       13
<PAGE>
     be available to a Party whose failure to fulfill its obligations  hereunder
     shall have been the cause of, or shall have  resulted in, such  injunction,
     restraining order or decree; and

               (B) the  conditions  set forth  below shall have been met by both
     Parties.

     (c) Conditions to the Obligations of the Purchaser.  The obligations of the
     Purchaser  to  consummate  the Sale  Transaction  shall be  subject  to the
     satisfaction  or waiver by Purchaser at or prior to the Closing Date of the
     following conditions:

     (i) the  representations  and  warranties  of the Seller  contained in this
     Agreement  shall be true and correct at and as of the date hereof and as of
     the Closing Date (except that those  representations  and warranties  which
     address  matters only as of a particular date shall remain true and correct
     as of such date);

     (ii) Seller shall have performed and complied in all material respects with
     all of its  obligations  required  by this  Agreement  to be  performed  or
     complied with at or prior to the Closing Date; and

     (iii) the Seller shall have delivered to Purchaser:

               (A) a  certificate  executed by an  executive  officer of Seller,
     dated as of the Closing Date,  certifying that the conditions  specified in
     subsection 5 (b)(i) above have been satisfied and that the  representations
     in Section 2 hereof are true and correct as of the Closing Date;

               (B) any existing  certificate or  certificates  representing  the
     Interest owned by Seller;

               (C) the Mutual  General  Release duly  authorized and executed by
     the  Seller  Parties  as defined  therein  in the form  attached  hereto as
     Exhibit A;

               (D) the CSLA and the Note duly authorized and executed by Seller;

                                       14
<PAGE>
               (E)  evidence  of  approval  of the sale of the  Interest  by the
     Seller reasonably satisfactory to Purchaser, including: (i) a resolution of
     the board of directors of the Seller  approving  the sale of the  Interest,
     (ii) appropriate disclosure, solicitation of the stockholders of Seller and
     evidence  of approval of the sale of the  Interest by the  stockholders  of
     Seller,  in accordance with applicable law,  including an executed  written
     consent  with  respect  to this  Agreement  and the CSLA and Note  from the
     majority of Seller's shares  outstanding and written notice that Seller has
     complied with all requirements of Regulation 14C of the Securities Exchange
     Act of  1934,  as  amended,  with  respect  to  timely  distribution  of an
     information  statement to its  stockholders at least twenty (20) days prior
     to the Closing Date ;

               (F) a  legal  opinion  from  counsel  to  the  Seller  reasonably
     satisfactory  to the Purchaser  opining:  (i) as to the valid,  binding and
     enforceable nature of this Agreement; (ii) that due corporate authorization
     has been obtained by Seller;  and (iii) that all  corporate  acts have been
     taken  thereby in accordance  with  applicable  law to consummate  the Sale
     Transaction;

               (G) written evidence of approval by the shareholders of Seller of
     this Agreement, the CSLA, the Note and this Agreement;

               (H) a  signed  joinder  to the  Amended  and  Restated  Operating
     Agreement of the Company; and

               (I) other documentation  reasonably requested which is reasonably
     satisfactory to the Purchaser  reducing  Seller's  interest in Purchaser to
     the Retained Interest,  the nature of which  documentation  Purchaser shall
     describe to Seller in writing no less than two (2) business days before the
     scheduled Closing Date.

     (d) Conditions to the Obligations of Seller.  The obligations of the Seller
     to consummate the Sale Transaction  shall be subject to the satisfaction or
     waiver  by  Seller  at or  prior  to the  Closing  Date  of  the  following
     conditions:

          (i) the Purchaser shall have delivered to Seller:

                                       15
<PAGE>
               (A) the  Mutual  General  Release  duly  executed  by  Purchaser,
     Tradition  North America,  Inc, Max Q Investments,  LLC, Emil Assentato and
     Joseph Botkier, in the form attached hereto as Exhibit A;

               (B) the CSLA duly executed by the Purchaser;

               (C) the Note duly executed by the Purchaser;

               (D)  a  certificate  executed  by  the  Managing  Member  of  the
     Purchaser  certifying  to the  approval  of  the  Sale  Transaction  by the
     Purchaser's Board of Managers;

               (E)  legal  opinion  from  counsel  to the  Purchaser  reasonably
     satisfactory  to the  Seller  opining:  (i) as to the  valid,  binding  and
     enforceable nature of this Agreement;  (ii) that due authorization has been
     obtained by Purchaser;  and (iii) that all required  corporate  actions and
     approvals  have been taken thereby in  accordance  with  applicable  law to
     consummate the Sale Transaction,  with the exception of obtaining  approval
     of the Note, the CSLA, and if necessary this Agreement, by the Regulators;

               (F) a certificate signed by an executive officer of the Purchaser
     certifying that the  representations  and warranties set forth in Section 3
     hereof are true and correct as of the Closing Date;

               (G) other documentation  reasonably requested which is reasonably
     satisfactory  to Seller  reducing  Seller's equity interest in Purchaser to
     the  Retained  Interest,  the nature of which  documentation  Seller  shall
     describe to Purchaser in writing no less than two (2) business  days before
     the scheduled Closing Date.

          (ii)  Purchaser  shall have  delivered  to Seller the Down  Payment in
     accordance with Section 1(b) hereof, to Seller's account as follows:

               JP Morgan Chase Bank
               1 Chase Manhattan Plaza, New York, NY 10081
               ABA # 021000021 For the Account of:
               Advanced Technologies Group Ltd.
               Account # 217502352165

                                       16
<PAGE>
          (iii) The Closing  shall be held at the  offices of  Seller's  counsel
     upon the third  business  day  after a date on which  all of the  following
     conditions  have  been  met:  (A) all  terms  and  conditions  set forth in
     Sections  5(a)-(d) above have been satisfied;  and (B) twenty (20) days has
     lapsed  following the date Seller has distributed an information  statement
     to its  stockholders  in accordance  with  Regulation 14C of the Securities
     Exchange Act of 1934, as amended.

     (e)  Tradition's  Covenant re Closing.  Tradition  covenants to execute the
     General Mutual Release if all the Closing  conditions in Sections 5 (a)-(d)
     are met in its reasonable discretion.

6. INDEMNIFICATION.

     (a)  Indemnification by Seller.  Seller shall fully indemnify,  protect and
     hold  harmless  the  Purchaser  Parties (as  defined in the Mutual  General
     Release),  from and against all  liabilities,  losses,  costs,  damages and
     expenses,  whether  direct  or  indirect  (including,  without  limitation,
     reasonable  attorneys' and accountants' fees and expenses,  court costs and
     reasonable out-of-pocket expenses) (collectively, "Losses") incurred by any
     of the Purchaser Parties arising from or as a result of: (i) any inaccuracy
     or  misrepresentation  in any representation or warranty of the Seller made
     herein or (ii) any breach of or failure to perform any covenant,  agreement
     or obligation of the Seller in this Agreement or any agreement, document or
     certificate delivered hereunder.

     (b) Indemnification by Purchaser.  Purchaser shall fully indemnify, protect
     and hold  harmless  the Seller and the Seller  Parties from and against all
     Losses  incurred by the Seller or the Seller  Parties  arising from or as a
     result of: (i) any inaccuracy or misrepresentation in any representation or
     warranty of the  Purchaser  made herein or (ii) any breach of or failure to

                                       17
<PAGE>
     perform any  covenant,  agreement or  obligation  of the  Purchaser in this
     Agreement or any agreement, document or certificate delivered hereunder.

     (c) Procedures for Indemnification -- Third Party Claims.

          (i) Promptly after receipt by an indemnified  party under Section 6(a)
     or 6(b), as the case may be, of notice of the  commencement  of any suit or
     legal  proceeding  against it or them (a  "Proceeding"),  such  indemnified
     party will,  if a claim is to be made against an  indemnifying  party under
     such  Section  6(a) or  6(b),  as the  case  may  be,  give  notice  to the
     indemnifying  party of the  commencement of such claim,  but the failure to
     notify the indemnifying  party will not relieve such indemnifying  party of
     any  liability  that it may have to any  indemnified  party,  except to the
     extent that the indemnifying  party  demonstrates  that the defense of such
     action  is  prejudiced  by the  indemnified  party's  failure  to give such
     notice.

          (ii) If any Proceeding is brought  against an indemnified  party,  and
     such  indemnified  party  gives  notice  to the  indemnifying  party of the
     commencement of such Proceeding,  the indemnifying  party will,  unless the
     claim involves  taxes only, be entitled to  participate in such  Proceeding
     and, to the extent that it wishes  (unless  (A) the  indemnifying  party is
     also a party to such  Proceeding and the  indemnified  party  determines in
     good faith that joint  representation  would be  inappropriate,  or (B) the
     indemnifying party fails to provide reasonable assurance to the indemnified
     party of its  financial  capacity  to defend  such  Proceeding  and provide
     indemnification with respect to such Proceeding),  to assume the defense of
     such  Proceeding with counsel  satisfactory  to the indemnified  party and,
     after notice from the  indemnifying  party to the indemnified  party of its
     election to assume the defense of such Proceeding,  the indemnifying  party
     will not, as long as it diligently  conducts such defense, be liable to the
     indemnified  party for any fees of other counsel or any other expenses with
     respect  to the  defense  of such  Proceeding,  in each  case  subsequently
     incurred by the  indemnified  party in connection  with the defense of such
     Proceeding,   other  than  reasonable  costs  of   investigation.   If  the
     indemnifying  party  assumes  the defense of a  Proceeding:  (x) it will be
     conclusively  established  for purposes of this  Agreement  that the claims

                                       18
<PAGE>
     made  in  that   Proceeding   are  within  the  scope  of  and  subject  to
     indemnification  under Section 6(a) or 6(b) hereof, as the case may be; (y)
     no  compromise  or  settlement  of  such  claims  may  be  effected  by the
     indemnifying  party without the indemnified  party's written consent unless
     there is no finding or admission of any  violation of law or any  violation
     of the rights of any Person and no effect on any other  claims  that may be
     made  against  the  indemnified  party,  and the sole  relief  provided  is
     monetary damages that are paid in full by the  indemnifying  party; and (z)
     the indemnified party will have no liability with respect to any compromise
     or settlement  of such claims  effected  without its consent.  If notice is
     given to an  indemnifying  party of the  commencement of any Proceeding and
     the indemnifying  party does not, within ten (10) days after such notice is
     given,  give notice to the indemnified  party of its election to assume the
     defense of such  Proceeding,  the  indemnifying  party will be bound by any
     determination  made in such  Proceeding  or any  compromise  or  settlement
     effected by the indemnified  party.  Notwithstanding  the foregoing,  if an
     indemnified  party  determines  in good faith  that  there is a  reasonable
     probability  that a Proceeding  may adversely  affect it or its  affiliates
     other than as a result of  monetary  damages for which it would be entitled
     to  indemnification  under this Agreement,  the  indemnified  party may, by
     notice to the  indemnifying  party,  assume the exclusive  right to defend,
     compromise, or settle such Proceeding,  but the indemnifying party will not
     be bound by any determination of a Proceeding so defended or any compromise
     or settlement  effected  without its consent (which may not be unreasonably
     withheld).

     (d)  Service  of  Process.  Seller  hereby  consents  to the  non-exclusive
     jurisdiction  of any court in which a  Proceeding  is brought  against  any
     indemnified  party for purposes of any claim that an indemnified  party may
     have under this  Agreement  with respect to such  Proceeding or the matters
     alleged  therein,  and agree  that  process  may be  served on Seller  with
     respect to such a claim anywhere in the world.

     (e) Setoff Right.  In the event that an  indemnification  obligation of the
     Seller  under  Section  6(a)  hereof is not  satisfied,  to the extent that
     Seller refuses to defend or indemnify  Purchaser as required hereunder upon

                                       19
<PAGE>
     prior notice to Seller of not less than ten (10) business  days,  Purchaser
     shall  have the right to setoff  the amount of such  unpaid  obligation  in
     accordance with Section 13 of the Note,  including any expenses incurred by
     Purchaser  arising out of Seller's  refusal to defend or indemnify.  In the
     event that Purchaser desires to exercise its rights to set-off herein,  the
     Parties agree as follows:

          (i)  Purchaser  shall notify  Seller in writing of an  indemnification
     obligation  that Purchaser  believes Seller has and Seller shall respond in
     writing  within ten (10) days of  receipt  of such  notice as to whether it
     will defend and indemnify Purchaser pursuant to such claimed obligation.

          (ii) If Seller refuses to defend and indemnify Purchaser, or Purchaser
     has reason to believe  that Seller does not have the  financial  ability to
     satisfy such an obligation, Purchaser shall have the option to cease making
     principal  and  interest  payments  hereunder  and to set  aside  all  such
     payments  in an amount  equal to all fees and  expenses  paid by  Purchaser
     related  thereto  and the amount of the  claimed  obligation,  in an escrow
     account at a commercial bank in the City of New York, New York  established
     pursuant to terms which are  mutually  agreeable  to both  Parties  hereto,
     which  agreement  as to the bank and such terms  shall not be  unreasonably
     withheld,  pending  resolution of the third party claim  against  Purchaser
     giving rise to the claimed  indemnification  obligation  of Seller  ("Third
     Party Claim"). Upon resolution of the Third Party Claim, the Purchase Price
     shall be reduced to the extent  that Seller is liable  therefor.  If Seller
     has no liability for such Third Party Claim, those amounts of principal and
     interest  not paid to  Seller  under  the Note  shall  be  deemed  past due
     payments  and Seller shall be entitled to receive  from the  Purchaser  all
     such past due payments plus the Default Rate of interest  related  thereto,
     as defined in the Note,  with  respect to such past due  payments  from the
     date  Purchaser  ceased  making  such  payments  to the date of  payment by
     Purchaser  of all past due  payments  in full,  in  addition  to any  other
     amounts due and owing under the Note.

          (iii) The provisions of Sections 6 (a) or (b) shall  otherwise  govern
     the disposition of any Proceeding hereunder and any Third Party Claim.

                                       20
<PAGE>
     (f) Survival of Representations  and Warranties.  The  representations  and
     warranties of the Purchaser and the Seller in Sections 2 and 3 hereof shall
     survive the Closing until the Note is paid in full.

7.   SATISFACTION OF OUTSTANDING  PAYABLE TO SELLER.  Upon the execution of this
     Agreement,  the Purchaser shall make payment via wire transfer to Seller of
     immediately  available U.S. funds in an amount of TWO-HUNDRED AND FIFTY TWO
     THOUSAND FOUR HUNDRED AND FIFTY DOLLARS ($252,450) (representing payment of
     an account payable,  originally  incurred by Purchaser in the amount of One
     Hundred and Sixty Eight Thousand and Three Hundred Dollars ($168,300), plus
     ten per cent (10%) per annum simple  interest  from January 1, 2004 through
     December  31,  2008),  in full and final  satisfaction  of such  payable to
     Seller in such amount carried on the books and records of Purchaser.

8.   MISCELLANEOUS.

     (a)  Amendments  and Parties in Interest.  This  Agreement  may be amended,
     modified or waived only by written  instrument  executed by all the Parties
     hereto.  This  Agreement  shall inure to the benefit of and be binding upon
     the successors and assigns of the Parties hereto.

     (b) Effective Date. Notwithstanding anything to the contrary, the effective
     date of Seller's sale of the Interest  Purchased for all purposes  shall be
     December 31, 2008.

     (c) Notices.  All notices and other  communications  provided for hereunder
     shall be in writing and deemed given if (i) delivered  personally,  or (ii)
     sent by Federal  Express,  DHL, UPS or other similar  commercial  overnight
     courier  (providing  proof of delivery) to the Parties at the address above
     aforesaid.  Such notices or other  communications shall be deemed effective
     on the date received, if personally delivered during normal business hours,
     or if delivered by overnight courier,  on the date delivered as established
     by return receipt or courier service  confirmation or the date on which the

                                       21
<PAGE>
     return receipt or courier service  confirms that acceptance of delivery was
     returned by the addressee.  Each of the Parties hereto shall be entitled to
     specify a different  address by giving  written notice as aforesaid to each
     of the other Parties hereto.

     (d) Governing Law and Venue. The  interpretation,  validity and performance
     of this  Agreement  shall be construed and governed in accordance  with the
     laws of the State of New York,  without  regard to any of its  conflict  of
     laws rules,  and  enforcement of this  Agreement  shall be had in any court
     sitting  within the City of New York (the  "Court"),  and each party hereto
     irrevocably consents to such Court's exclusive  jurisdiction of any dispute
     relating to or arising from this Agreement. Unless ordered otherwise by the
     Court,  service  of  process  may be had by Federal  Express,  DHL,  UPS or
     overnight  courier  (providing proof of delivery)  followed by regular mail
     and service shall be deemed  affected within three (3) days of such mailing
     by regular mail.

     (e) Third Parties.  This  Agreement  does not create any rights,  claims or
     benefits  inuring  to any  person  that is not a party  hereto  nor does it
     create or  establish  any third  party  beneficiary  hereto.  (f)  Specific
     Performance.  In addition to any other remedies provided in this Agreement,
     Purchaser shall be entitled to a decree  compelling  specific  performance,
     and without the necessity of filling a bond, to the restraint by injunction
     of any actual or threatened  violation of Seller's  obligations  under this
     Agreement,  it being  understood that monetary  damages are not an adequate
     remedy  for the  breach of  Seller's  obligations  hereunder  and that such
     remedies  are  specifically  contemplated  and  consented to by the parties
     hereto.

     (g) Language. The Parties agree that the language used in this Agreement is
     the language chosen by the Parties to express their mutual intent, and that
     no  rule  of  strict  construction  is  to be  applied  against  Seller  or
     Purchaser.  Each  Party  and  its  respective  counsel  have  reviewed  and
     negotiated the terms of this Agreement.

                                       22
<PAGE>
     (h) Counterparts;  Facsimile  Signature.  This Agreement may be executed in
     any number of counterparts, each of which shall be deemed to be an original
     and  all of  which  together  shall  be  deemed  to be  one  and  the  same
     instrument.  This Agreement may be executed by facsimile signatures,  which
     shall be sufficient to bind the Parties hereto.

     (i) Entire  Agreement.  This Agreement and the exhibits hereto contains the
     entire  understanding  of the Parties  with  respect to the subject  matter
     hereof and supersedes all prior  agreements  and  representations,  oral or
     otherwise,  express or implied,  with respect to the subject  matter hereof
     previously made by any Party, hereto.

     (j) Recitals.  The recitals which appear below the introductory  section of
     this Agreement are incorporated herein by reference and made a part hereof.



                            [Signature Page Follows]

                                       23
<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have caused this Purchase and Sale
Agreement to be executed as of the date first above written.

                        Advanced Technologies Group, Ltd.


                            /s/ Abel Raskas
                            ----------------------------------------------------
                        By: Abel Raskas, President


                            /s/ Alex Stelmak
                            ----------------------------------------------------
                        By: Alex Stelmak, Chairman and Chief Financial Officer


                        FXDirectDealer, LLC


                            /s/ Emil Assentato
                            ----------------------------------------------------
                        By: Emil Assentato, Chairman


                        MaxQ Investments LLC


                            /s/ Emil Assentato
                            ----------------------------------------------------
                        By: Emil Assentato, Controlling Member

                        Tradition, N.A.
                        (only as to Section 5 (e) of the Agreement)


                            /s/ Judy Ricciardi
                            ----------------------------------------------------
                        By: Judy Ricciardi, Vice-President

                                       24
<PAGE>
                                    EXHIBIT A

                         Form of Mutual General Release


                                       25
<PAGE>
                             MUTUAL GENERAL RELEASE

The undersigned, in consideration of the mutual promises and covenants set forth
below and in that  certain  Purchase  and Sale  Agreement  dated as of even date
herewith (the "Purchase  Agreement") by and among Advanced  Technologies  Group,
Ltd. (the  "Seller"),  and  FXDirectDealer,  LLC and MaxQ  Investments  LLC (the
"Purchaser")  transferring to Purchaser  Seller's entire membership  interest in
Purchaser  (which date of transfer shall be referred to as the "Closing  Date"),
and for good and valuable consideration, the receipt and sufficiency of which is
hereby  acknowledged,  each  intending  to be  legally  bound,  hereby  agree as
follows:

(1) Release by Seller  Parties.  Except for the  obligations  of the parties set
forth in the  Agreement,  the  Seller  and Abel  Raskas,  Stan  Mashov  and Alex
Stelmak,   which  individuals   constitute  Seller's  controlling   stockholders
(collectively  such controlling  stockholders are, with the Seller,  the "Seller
Parties")  for  themselves  and their  respective,  heirs,  executors,  personal
representatives,  successors  and  assigns,  do hereby  release,  quitclaim  and
forever discharge each of the Purchaser Parties (as hereinafter defined) and any
of their  respective  successors  and/or  assigns and any and all other persons,
firms, partnerships and corporations which are or might be claimed to be liable,
and their  respective  current,  future and former  heirs,  executors,  personal
representatives  successors and assigns, of and from any and all debts,  claims,
counterclaims, rights, demands, costs, damages, losses, liabilities, actions and
causes of action, including attorneys' fees and court costs, of every nature and
description,  whether known or unknown,  suspected or  unsuspected,  foreseen or
unforeseen,  real or imaginary,  actual or potential, and whether arising at law
or in equity, under the common law, state law, federal law, or any other law, or
otherwise,   arising  out  of  or  relating  to  any  events,   occurrences   or
circumstances  existing  on or before  the  Closing  Date,  it being the  Seller
Parties' intention to effect a general release of all such claims. Excepted from
the foregoing  release are all continuing  obligations  arising by virtue of the
Purchase Agreement after the Closing Date.
<PAGE>
(2) Release by Purchaser Parties.  Except for the obligations of the parties set
forth in the Agreement, the Purchaser and Tradition, N.A., MaxQ Investments LLC,
Emil Assentato,  and Joseph  Botkier,  (collectively  with each  Purchaser,  the
"Purchaser  Parties"),  for themselves and their respective,  heirs,  executors,
personal representatives,  successors and assigns, do hereby release,  quitclaim
and forever  discharge  each of the Seller  Parties and any of their  respective
successors,  and/or assigns and any and all other persons,  firms,  partnerships
and  corporations  which  are or  might  be  claimed  to be  liable,  and  their
respective current, future and former heirs, executors, personal representatives
successors and assigns,  of and from any and all debts,  claims,  counterclaims,
rights,  demands,  costs, damages,  losses,  liabilities,  actions and causes of
action,  including  attorneys'  fees  and  court  costs,  of  every  nature  and
description,  whether known or unknown,  suspected or  unsuspected,  foreseen or
unforeseen,  real or imaginary,  actual or potential, and whether arising at law
or in equity, under the common law, state law, federal law, or any other law, or
otherwise,   arising  out  of  or  relating  to  any  events,   occurrences   or
circumstances  existing on or before the Closing  Date,  it being the  Purchaser
Parties' intention to effect a general release of all such claims. Excepted from
the foregoing  release are all continuing  obligations  arising by virtue of the
Purchase Agreement after the Closing Date.

(3)  Governing  Law.  This  Mutual  General  Release  shall be  governed  by and
construed  in  accordance  with the laws of the State of New York  law,  without
regard to any of its conflict of laws rules.

(4) No  Admission.  This  Agreement  shall not  constitute or be construed as an
admission of any wrongdoing by any party hereto.

(5)  Interpretation.  Except for the obligations of the parties set forth in the
Purchase  Agreement,  this Mutual General  Release is intended to be interpreted
and  construed in its broadest and most  inclusive  meaning so as to release any
and all  individuals  and entities  associated  or affiliated in any manner with
either the Seller  Parties or the  Purchaser  Parties from any  liability to the
Seller Parties or to the Purchaser Parties, as the case may be.

                                       2
<PAGE>
(5)  Representations  and  Warranties.  The parties  hereto each  represent  and
warrant  that, as of the date hereof,  they each have the full power,  capacity,
and  authority  to enter  into this  Agreement;  and that no other  releases  or
settlements  are  necessary  from any other  person or  entity  to  release  and
discharge  the  Parties  from the claims  specified  above.  Each  party  hereto
declares and represents that, in executing this Mutual General  Release,  it has
received  legal advice as to its  respective  legal rights and hereby  certifies
that it has read all of this Mutual General  Release and fully  understands  the
same.

(6) Defined Terms. All capitalized  terms used but not otherwise  defined herein
have the meanings given to such terms in the Purchase Agreement.



                            [Signature Pages Follow]

                                       3
<PAGE>
     IN WITNESS WHEREOF,  the Parties have caused this Mutual General Release to
be executed this __________ day of ____________, 200_.


                          Advanced Technologies Group, Ltd.

                              /s/ Abel Raskas
                              --------------------------------------------------
                          By: Abel Raskas, President


                              /s/ Alex Stelmak
                              --------------------------------------------------
                          By: Alex Stelmak, Chairman and Chief Financial Officer


                          FXDirectDealer, LLC


                              /s/ Emil Assentato
                              --------------------------------------------------
                          By: Emil Assentato, Chairman


                              /s/ Joseph Botkier
                              --------------------------------------------------
                          By: Joseph Botkier, President


                          MaxQ Investments LLC


                              /s/ Emil Assentato
                              --------------------------------------------------
                          By: Emil Assentato, Controlling Member


                          Tradition (North America), Inc.


                              /s/ Judith Ricciardi
                              --------------------------------------------------
                          By: Judith Ricciardi, Vice President


                                       4
<PAGE>
                          Signature Page to Mutual General Release (Cont.)


                          /s/ Emil Assentato
                          --------------------------------------------------
                          Emil Assentato


                          /s/ Joseph Botkier
                          --------------------------------------------------
                          Joseph Botkier


                          /s/ Alex Stelmak
                          --------------------------------------------------
                          Alex Stelmak


                          /s/ Stan Mashov
                          --------------------------------------------------
                          Stan Mashov


                          /s/ Abel Raskas
                          --------------------------------------------------
                          Abel Raskas

                                       5
<PAGE>
                                    EXHIBIT B

                            Form of Subordinated Note


<PAGE>
                                SUBORDINATED NOTE

DATE: January __, 2009

Borrower: FXDirectDealer, LLC (the "Borrower")

Borrower's Address: 75 Park Place, 4th Floor, New York, NY 10007

Lender: Advanced Technology Group Ltd, Inc. (the "Lender")

Lender's Address: 249 Washington Street, Jersey City, NJ 17032

Principal Amount Borrowed: Seventeen Million Dollars ($17,000,000)
                              ("Principal Amount")

Terms of this Subordinated Note are as follows:

1. PAYMENT TERMS

(a) This  Subordinated  Note is a part of the  purchase  price paid by  Borrower
pursuant to a Purchase and Sale Agreement  dated the date hereof  ("Purchase and
Sale Agreement"),  to which Lender and Borrower are also parties,  pertaining to
the sale of substantially  all of Lender's right,  title and interest in certain
membership  units  in the  Borrower.  The  terms of this  Subordinated  Note are
subject to the terms of a Cash Subordinated  Loan Agreement  ("CSLA") also dated
the date hereof to which Lender and Borrower are also parties. Capitalized terms
not  defined in this  Subordinated  Note shall be given the meaning set forth in
such CSLA.

(b) Subject to the CSLA, the Capital Requirements and the CFTC Regulations, this
Note  represents a loan from Borrower to Lender in the  Principal  Amount and is
due in thirty six (36)  consecutive  and equal monthly  payments of principal in
the amount of $472,222.22 with interest payable on a monthly basis in arrears in
the amount of ten percent (10%) per annum of the declining  balance,  calculated
based upon a 365 day year,  (which  interest  rate shall be  referred  to as the
"Contract Rate"),  subject to Section 1 (c) hereof,  commencing on March 1, 2009
and thereafter payable on the first Business Day of each succeeding month. Total
unpaid principal and interest shall be referred to as "Indebtedness". Subject to
the CSLA, all Indebtedness, including interest accrued on outstanding amounts of
Indebtedness but not paid, is payable in full no later than three (3) years from
the date  hereof  (such  three year period is the "Term" and the last day of the
Term is the  "Maturity  Date").  "Business  Day"  means  any day,  other  than a
Saturday, a Sunday or a day on which the banks are closed in New York City.

(c) Notwithstanding the foregoing, any monthly payments made hereunder shall not
be  deemed  to be past  due and  payable  to the  Borrower  until  the  10th day
following  the date that  each  such  payment  is due  (which  10 day  period is
referred  to as the  "Grace  Period"  during  which no  obligation  shall  exist
hereunder with respect to the referenced monthly payment obligation in arrears).
<PAGE>
The outstanding amount due and payable under this Subordinated  Note,  including
any  interest  payable  pursuant  to  Sections  1 and 3 hereof  (referred  to as
"Interest"), shall be referred to as the "Indebtedness".

2. BORROWER'S PRE-PAYMENT RIGHT AND CASH SUBORDINATED LOAN AGREEMENT

Subject to CFTC Regulations,  Borrower reserves the right to prepay, in whole or
in part, this  Subordinated  Note prior to the last day of the Term,  subject in
all respects to the CSLA.

3. PAST DUE INSTALLMENTS

All past due monthly  payments due hereunder shall bear interest at the Contract
Rate plus two  percent  (2%) per annum for such time that such  payments  remain
past due and unpaid  (which per annum  Contract  Rate plus two per cent shall be
the "Default  Rate") The Default Rate shall be applied to such past due payments
and shall be  calculated  on a per diem basis as long as  Borrower is in default
with respect thereto.

4. FORBEARANCE NOT A WAIVER

Lender's  forbearance  in  enforcing a right or remedy as set forth herein shall
not be deemed a waiver of said right or remedy for a subsequent cause, breach or
default of the Borrower's  obligations  herein;  provided,  however,  Borrower's
ability to pay  principal  and/or  interest  hereunder  shall be subject to CFTC
Regulations,  the  Capital  Requirements  as a part  thereof,  and the rules and
regulations of the applicable DSRO all as more fully set forth in the CSLA.

5. FORM OF PAYMENT

Any check,  draft,  money order, or other  instrument given in payment of all or
any portion  hereof shall be accepted by the Lender and handled in collection in
the customary manner, but the same shall not constitute payment hereunder except
to the extent that actual cash  proceeds  are  unconditionally  received by such
Lender and applied to the  Indebtedness in the manner  elsewhere herein provided
and in accordance with this  Subordinated  Note and the CSLA.  Payments shall be
made to the Lender at the address set forth above or at such other address as is
provided to Borrower by Lender in writing.

6. ATTORNEY'S FEES

If (a) suit for breach or non-payment of this  Subordinated  Note is brought for
collection  or  enforcement  hereof,  or if an action for  collection is brought
through  probate,  bankruptcy,  or other  judicial  proceeding,  and (b)  Lender
prevails in its claim of breach or  non-payment,  then Borrower shall pay Lender
all costs of collection and enforcement,  including  reasonable  attorney's fees
and court costs in addition to other amounts due.

                                       2
<PAGE>
7. SEVERABILITY

If any  provision  of this  Subordinated  Note shall,  for any reason and to any
extent,  be  invalid  or  unenforceable,  the  other  valid  provisions  of this
Subordinated Note shall not be affected  thereby,  but instead shall be enforced
to the maximum extent permitted by applicable law.

8. BINDING EFFECT

The covenants,  obligations and conditions  herein contained shall be binding on
and inure to the benefit of the heirs, legal representatives, and assigns of the
parties hereto.

9. DESCRIPTIVE HEADINGS

The  descriptive  headings used herein are for convenience of reference only and
they are not intended to have any effect whatsoever in determining the rights or
obligations under this Note.

10. CONSTRUCTION

The pronouns  used herein shall  include,  where  appropriate,  either gender or
both, singular and plural.

11. GOVERNING LAW

This Note shall be governed, construed and interpreted by, through and under the
Laws of the State of New York,  subject  to the CFTC  Regulations,  the  Capital
Requirements and the rules and regulations of the applicable DSRO.

12. NON-TRANSFER

The  holder of this  Subordinated  Note  agrees not to sell,  transfer,  assign,
pledge or  otherwise  dispose  of any  interest  in this  Note to any  person or
entity.  Any transfer or attempted  transfer of this  Subordinated Note shall be
void, and neither Borrower nor Lender shall record such transfer on its books or
treat any purported  transferee of this  Subordinated  Note as the owner thereof
for any purpose.

13. SETOFF

The  Purchase  and Sale  Agreement  sets forth  specific  conditions  upon which
Borrower may be entitled to set off amounts owed to Lender pursuant to this Note
representing  matured  indemnification  obligations of Lender to and in favor of
Borrower under Section 6(a) of the Purchase and Sale Agreement.


                            [Signature Page Follows]

                                       3
<PAGE>
EXECUTED this __________ day of January 2009.


                            FX DIRECT DEALER LLC


                            BY:
                               -------------------------------------------------


                            NAME:
                                 -----------------------------------------------


                            TITLE:
                                  ----------------------------------------------


Agreed and Acknowledged:

ADVANCED TECHNOLOGIES GROUP, LTD.

BY:
   ----------------------------------

NAME:
     --------------------------------

TITLE:
      -------------------------------





                      [Signature Page to Subordinated Note]

                                       4
<PAGE>
                                    EXHIBIT C

                    Form of Cash Subordinated Loan Agreement


<PAGE>
                        CASH SUBORDINATED LOAN AGREEMENT

     This Cash  Subordinated Loan Agreement (the "Agreement") is effective as of
the __ day of January __, 2009 by and between Advanced  Technologies Group, Ltd.
(the  "Lender"),  and FX  Direct  Dealer  LLC (the  "Borrower"),  which  parties
mutually agree as follows:

     WHEREAS, Lender is selling substantially all of its membership interests in
Borrower,  i.e.  99.96% of such  membership  interests (the "Sold  Interest") to
Borrower in accordance  with the terms of a Purchase and Sale Agreement dated of
even date hereof ("Purchase  Agreement") and is retaining  membership  interests
which will represent a .01 percentage interest in Borrower after closing of such
sale transaction (the "Retained Interest");  and in consideration of the sale of
the Sold Interest is accepting $26,000,000 (the "Purchase Price"),  comprised of
$9,000,000  in cash paid  upon the  Closing  Date  established  pursuant  to the
Purchase   Agreement  and  a  subordinated  note  in  the  principal  amount  of
$17,000,000;

     WHEREAS,  the $17,000,000 in loan  obligations made a part of such Purchase
Price shall be represented by a "Subordinated Note" attached hereto as Exhibit A
and  incorporated  herein  by  reference,  which  obligation  including  accrued
interest  shall be  referred  to as the  "Indebtedness"  and  shall  be  payable
pursuant to the terms and conditions thereof and of this Agreement;

     WHEREAS,  the parties  hereto agree and  acknowledge  that the terms of the
Subordinated  Note and this Agreement are governed by the rules and  regulations
of the U.S. Commodities Futures Exchange Commission and the Capital Requirements
of the Designated Self-Regulatory Organization as defined below, and as such are
subject to certain  restrictions;  and that said  Indebtedness  shall qualify as
equity capital pursuant to CFTC Regulations as defined below; and

     WHEREAS,  the parties agree and acknowledge  that Borrower is entering into
this  Agreement and the Purchase  Agreement in reliance upon the condition  that
the  Indebtedness,  shall be  included  as  Adjusted  Net  Capital  pursuant  to
Commodity  Futures  Trading  Commission  Regulation  1.17 (c) (5); and that this
Agreement  shall  qualify as a  Subordination  Agreement as defined in Section 2
hereof.

1.   The recitals  hereto are  incorporated  herein by reference as if fully set
     forth herein.

2.   Capitalized terms that are undefined herein are defined in the Subordinated
     Note attached as Exhibit A. The following are certain  definitions that are
     used in this Agreement:

     (a)  The term  "Designated  Self-Regulatory  Organization"  or "DSRO" shall
          mean the Exchange(s) and/or other Self-Regulatory  Organizations which
          is (are) a party to the Joint  Audit  Agreement  and which has  (have)
<PAGE>
          been designated by the Joint Audit  Committee as the Borrower's  DSRO.
          The  Borrower's  DSRO is  subject  to change  from time to time at the
          Joint Audit Committee's discretion.

     (b)  The term  "Commission"  shall mean the U.S.  Commodity Futures Trading
          Commission.

     (c)  The term "Capital Requirements" shall mean the rules, regulations, and
          requirements of the Designated Self-Regulatory Organization which were
          adopted pursuant to CFTC Regulations 1.17 and 1.52.

     (d)  The  term  "CFTC   Regulations"   shall  mean  the  minimum  financial
          requirements set forth in CFTC Regulation 1.17 (a) (1).

     (e)  The term  "Adjusted  Net Capital"  shall mean  adjusted net capital as
          defined in Commodity Futures Trading Commission Regulation 1.17(c)(5).

     (f)  The term  "Subordination  Agreement"  shall mean either a subordinated
          loan agreement or a secured demand note agreement,  as those terms are
          defined in Commodity Futures Trading Commission Regulation 1.17(h)(1).

     (g)  "Business Day" means any day, other than a Saturday, a Sunday or a day
          on which the banks are closed in New York City.

                                       2
<PAGE>
3.   Lender  hereby  agrees  to  lend  the  sum  of  SEVENTEEN  MILLION  DOLLARS
     ($17,000,000)  to Borrower  which loan shall be repaid in thirty-six  equal
     monthly  installments  of principal in the amount of $472,222.22  each with
     interest  thereon  at the  rate  of ten  percent  (10%)  per  annum  on the
     declining  balance,  due on the first  Business Day of each month after the
     date  hereof,  with the final  payment  due  three (3) years  from the date
     hereof (the "Maturity  Date"),  in accordance with terms and conditions set
     forth  herein and in the  Subordinated  Note.  Any  conflict  or  perceived
     conflict between this Agreement and the Subordinated Note shall be resolved
     in favor of this Agreement.

4.   The Lender hereby subordinates any right to receive payment with respect to
     this Agreement and the Subordinated  Note to the prior payment or provision
     for payment in full of all claims of all present  and future  creditors  of
     the  Borrower  arising out of any matter  occurring  prior to the  Maturity
     Date,  except for claims which are the subject of subordination  agreements
     which rank on the same priority as or are junior to the claim of the Lender
     under this Agreement and the Subordinated Note.

5.   The proceeds of the subordinated  loan evidenced by the  Subordinated  Note
     shall be used by the  Borrower  and be a part of its  capital  and shall be
     subject to the risks of its business.

6.   The  Borrower  shall have the right to deposit  any cash  proceeds  of this
     Agreement  in an account or  accounts  in its own name in any bank or trust
     company.

7.   Borrower,  at its  option,  but not at the  option  of  Lender,  may make a
     payment of all or any portion of the  Indebtedness  prior to the  scheduled
     Maturity  Date  (hereinafter  referred  to  as a  "Prepayment");  provided,
     however,  no Prepayment  may be made before the expiration of one year from
     the date this Agreement becomes effective. In addition, no Prepayment shall
     be made if,  after  giving  effect  thereto (and to all payments of payment
     obligations under any other subordination agreements then outstanding,  the
     maturity  or  accelerated  maturities  of which are  scheduled  to fall due
     within six months after the date such  Prepayment  is to occur  pursuant to
     this provision,  or on or prior to the date on which the payment obligation
     with respect to such  Prepayment is scheduled to mature  disregarding  this
     provision,  whichever date is earlier)  without  reference to any projected
     profit or loss of the Borrower, the Adjusted Net Capital of the Borrower is
     less than the greatest of (a) 120% of the appropriate minimum dollar amount
     required by CFTC Regulations,  or (b) 120% of the firm's risk based capital
     requirement  calculated in accordance with CFTC Regulations,  or (c) if the
     Borrower  is a  securities  broker or  dealer,  the  amount of net  capital
     specified in Rule  15c3-1d(b)(7)  of the  Regulations of the Securities and
     Exchange  Commission  17C.F.R.240.15c3-1d(b)(7)  or (d) the minimum capital
     requirement as defined by the DSRO; provided, notwithstanding the above, no
     Prepayment shall occur without the prior written approval of the DSRO.

                                       3
<PAGE>
8.   In the event that Borrower  fails to make a payment  required in accordance
     with the Subordinated  Note, subject to the terms of this Agreement and the
     Capital  Requirements,  the parties agree as follows:  if the  Indebtedness
     obligation of the Borrower has not matured or been paid in full pursuant to
     the terms of the  Subordinated  Note and: (i) such  obligation is suspended
     pursuant  to Section 11 hereof for a six month  period or (ii) if  Borrower
     fails to make three payments during any six month period  regardless of the
     reason for such failure,  then, upon the date that such six month period in
     (i) or (ii) above lapses,  Borrower shall commence the orderly  liquidation
     of its  business and the right of the Lender to receive  payment,  together
     with  accrued  interest,  shall remain  subordinate  to all other rights to
     receive  payment from the Borrower,  as required by the  provisions of this
     Agreement.

9.   Subject to CFTC  Regulations and the Capital  Requirements and the terms of
     any senior  indebtedness  outstanding,  on or before payment in full of the
     Indebtedness,  if: (a) Borrower sells an equity interest equal to fifty per
     cent (50%) or less of its fully  diluted  capitalization  to a third  party
     investor (a "Minority  Sale") for cash proceeds  which  Borrower is free to
     use for its  internal  purposes  (hereinafter  any such cash  proceeds  are
     "Proceeds"), then fifty per cent (50%) of such Proceeds will be utilized to
     pay down the  Indebtedness,  but only to the extent that said  Indebtedness
     remains outstanding.

10.  Subject to CFTC Regulations,  the Capital Requirements and the terms of any
     senior  indebtedness  outstanding,  on or  before  payment  in  full of the
     Indebtedness,  if Borrower undergoes a "Change of Control" (defined below),
     and  cash  proceeds,  net of  transaction  expenses,  are  received  by the
     Borrower  upon the  consummation  of such  Change  of  Control,  such  cash
     proceeds shall be used to repay the  Indebtedness,  promptly.  In the event
     and to the extent that Borrower receives non-cash proceeds as consideration
     in such  Change  of  Control  such  that  insufficient  cash  proceeds  are
     available  to repay the  Indebtedness  in full,  Borrower  shall repay such
     Indebtedness  in full on or before a date  which is the  later of:  (a) 190
     days after  consummation  of the Change of Control,  or (b) no more than 10
     days after any "lock up period"  required to be  observed by Borrower  with
     respect to such non-cash  proceeds shall have lapsed (which date of payment
     is the "Required  Payment  Date");  provided,  however,  in any event,  any
     unencumbered cash proceeds received by Borrower  resulting from a Change in
     Control  shall  first  be used to repay  the  Indebtedness,  to the  extent
     thereof  and  subject to the terms of any senior  indebtedness.  "Change of
     Control" means any  consolidation,  exchange or merger of the Borrower with
     or into any  corporation or other entity or person (or group of entities or
     person), or any other corporate reorganization or transfer of capital stock
     or units, in which the stockholders or unit holders of Borrower immediately
     prior to such consolidation,  exchange, merger or reorganization,  own less
     than fifty per cent (50%) of the Borrower's  voting power immediately after
     such consolidation,  exchange, merger or reorganization, or any transaction
     or series of related transactions to which the Borrower is a party in which
     in  excess  of fifty  per  cent  (50%) of the  Borrower's  voting  power is
     transferred.

                                       4
<PAGE>
11.  The payment  obligation of the Borrower in respect of this Agreement  shall
     be suspended  and shall not mature if,  after  giving  effect to payment of
     such payment obligation (and to all payments of payment  obligations of the
     Borrower under any other  subordination  agreements then outstanding  which
     are scheduled to mature on or before such payment obligation), the Adjusted
     Net Capital of the  Borrower  would be less than the greatest of 1) 120% of
     the appropriate  minimum dollar amount required by CFTC Regulations,  or 2)
     120% of the firm's risk based capital requirement  calculated in accordance
     with CFTC  Regulations,  or 3) if the  Borrower is a  securities  broker or
     dealer, the amount of net capital specified in Rule 15c3-1d(b)(8)(i) of the
     Regulations   of  the  Securities   and  Exchange   Commission,   [17C.F.R.
     240.15c3-1d(b)(8)(i)]  or 4) the minimum capital  requirement as defined by
     the DSRO.  Upon any such  suspension,  interest  shall  continue  to accrue
     pursuant to the terms of the Subordinated Note.

12.  Notwithstanding any terms or conditions herein to the contrary,  no default
     in the  payment  of  interest  or in the  performance  of any  covenant  or
     condition of this Agreement or the Subordinated  Note shall have the effect
     of  accelerating  the date on which the  Borrower's  payment  obligation is
     scheduled  to  mature.  Any and all  remedies  of the Lender  hereunder  or
     pursuant to the Subordinated  Note shall be subject to CFTC Regulations and
     the Capital Requirements.

13.  Notwithstanding  the  provisions  of  paragraph 11 of this  Agreement,  the
     payment obligation of the Borrower with respect to this Agreement, together
     with accrued  interest and  compensation,  shall mature in the event of any
     receivership,  insolvency,  liquidation pursuant to the Securities Investor
     Protection Act of 1970 or otherwise, bankruptcy, assignment for the benefit
     of  creditors,  reorganization  whether or not  pursuant to the  bankruptcy
     laws,  or any  other  marshalling  of the  assets  and  liabilities  of the
     Borrower,  but the right of the Lender to receive  payment,  together  with
     accrued interest or compensation,  shall remain  subordinate as required by
     the provisions of this Agreement.

14.  The Borrower shall immediately notify the DSRO and the Commission if, after
     giving effect to all payments of payment  obligations  under this Agreement
     or other  subordination  agreements then outstanding  which are then due or
     mature within the following six months  without  reference to any projected
     profit or loss of the Borrower, its adjusted net capital would be less than
     the greatest of: 1) 120% of the appropriate  minimum dollar amount required
     by  CFTC  Regulations,  or  2)  120%  of  the  firm's  risk  based  capital
     requirement  calculated  in  accordance  with  CFTC  Regulations,  or 3) if
     Borrower  is a  securities  broker or  dealer,  the  amount of net  capital
     specified in Rule  15c3-1d(c)(2)  of the  Regulations of the Securities and
     Exchange  Commission,   [17C.F.R.240.15c3-1d(b)(c)(2]  or  4)  the  minimum
     capital requirement defined by the DSRO.

15.  Neither this Agreement nor any note or other  instrument  made hereunder is
     entered  into in reliance  upon the  standing  of the  Borrower as a member
     organization of any commodity  exchange or securities  exchange or upon any
     such exchange's  surveillance of the Borrower or its capital position.  The
     Lender is not relying  upon any such  exchange  to provide any  information
     concerning   or  relating  to  the   Borrower.   No  such  exchange  has  a

                                       5
<PAGE>
     responsibility  to disclose  to the Lender any  information  concerning  or
     relating  to the  Borrower  which it may have  now or at any  future  time.
     Neither any such  exchange nor any officer or employee of any such exchange
     shall  be  liable  to the  Lender  with  respect  to  this  Agreement,  the
     Indebtedness,  the repayment thereof,  any interest or compensation thereon
     or any damages  resulting  from the breach of this  Agreement.  Neither the
     DSRO nor the Commission is a guarantor of this Agreement.

16.  This Agreement  shall be binding upon the Lender and the Borrower and their
     respective heirs,  executors,  administrators,  successors and assigns. The
     parties hereto represent and warrant that they are duly authorized to enter
     into  this  Agreement  and  that  there  exists  no  contract,   agreement,
     understanding, law, judgment or regulation that does or would conflict with
     or which does or would prevent either party's entering into such Agreement.

17.  Any note or other written instrument evidencing the Indebtedness shall bear
     on its face an  appropriate  legend stating that such note or instrument is
     issued  subject  to the  provisions  of  this  Agreement,  which  shall  be
     adequately referred to and incorporated by reference herein.

18.  This Agreement  shall not be subject to  cancellation  by either party;  no
     payment shall be made with respect hereto and this  Agreement  shall not be
     terminated,  rescinded or modified by mutual  consent or otherwise,  if the
     effect thereof would be inconsistent  with the Capital  Requirements or, if
     applicable, the CFTC Regulations.

19.  This Agreement is governed by the laws of the State of New York,  exclusive
     of  conflicts  of  laws  principles;   provided,  however,  notwithstanding
     anything contained herein to the contrary,  the parties hereto shall comply
     with the rules and regulations of the DSRO and the rules and regulations of
     the Commission.

20.  Any notice  required  or provided  for herein  shall be deemed to have been
     given  or  received  when it has  been  delivered  in  person  or has  been
     deposited,  postage prepaid, by United States certified or registered mail,
     addressed to the intended person:

     (a) If for Borrower:

               c/o Joseph Botkier
               FX Direct Dealer LLC
               75 Park Place, 4th floor, New York, N. Y. 10007

                                       6
<PAGE>
     (b) If for Lender:

               c/o   Alex Stelmak
               Advanced Technologies Group, Ltd.
               249 Washington Street, Jersey City, N.J. 07032

     (c) If for Borrower's DSRO:

               ----------------------------------------------

               ----------------------------------------------

               ----------------------------------------------

21.  This Agreement  supersedes all prior agreements of the parties with respect
     to the Indebtedness or any agreements or understandings related thereto and
     any  amendments  or  modifications  hereto  shall be made only by a written
     agreement executed by the parties hereto.


     IN WITNESS  WHEREOF,  the  parties  hereto have set their hands on the date
above written.

                                    Lender: Advanced Technologies Group, Ltd.

                                    By: ___________________________

                                    Name (Printed):_________________

                                    Title: _________________________



                                    Borrower: FX Direct Dealer LLC

                                    By: __________________________

                                    Name (Printed): _________________

                                    Title: _________________________


                                       7