fs1ex10_das.htm


    
    

     

    Exhibit
10.1

     

    
      	
              KAG HOLDING CORP.

              E-mail: info@kagholding.com

              Main: 845-228-8977 

            	 	
              Corporate
      Office:

              1717 Route 6,

              Carmel NY 10512

            


    

     

    
      

      

    

    
      RENTAL/LEASE
AGREEMENT

    

     

     

    
      This
Rental Agreement and/or Lease shall evidence the complete terms and conditions
under which the parties whose signatures appear below have agreed.
Landlord/Lessor/Agent, KAG Holding Corp., shall be referred to as "OWNER" and
Tenant(s)/Lessee, DAS Inc., shall be referred to as "RENTER." As consideration
for this agreement, OWNER agrees to rent/lease to RENTER and RENTER agrees to
rent/lease from OWNER for use solely as a business residence, approximately 143
sqft premise located at 1717 Route 6, Suite 101, Carmel NY 10512.

       

      1. TERMS: RENTER agrees to pay in
advance $250.00 per month on the 1st day of each month. This agreement shall
commence on December 1st, 2008 and continue until December 30, 2009, as a
leasehold. Thereafter it shall become a month-to-month tenancy. If RENTER should
move from the premises prior to the expiration of this time period, he shall be
liable for all rent due until such time that the Residence is occupied by an
OWNER approved paying RENTER and/or expiration of said time period, whichever is
shorter.

       

      2. PAYMENTS: Rent and/or other
charges are to be paid at such place or method designated by the owner as
follows

      All
payments are to be made by electronic wire transfer and or bank checks shall be
acceptable. OWNER acknowledges receipt of the First Month's rent of $250.00, and
a Security Deposit of $250.00, for a total payment of $500.00. All payments are
to be made payable to KAG Holding Corp.

       

      3. SECURITY DEPOSITS: The total
of the above deposits shall secure compliance with the terms and conditions of
this agreement and shall be refunded to RENTER within 60 days after the premises
have been completely vacated less any amount necessary to pay OWNER; a) any
unpaid rent, b) cleaning costs, c) key replacement costs, d) cost for repair of
damages to premises and/or common areas above ordinary wear and tear, and e) any
other amount legally allowable under the terms of this agreement. A written
accounting of said charges shall be presented to RENTER within 60 days of
move-out. If deposits no not cover such costs and damages, the RENTER shall
immediately pay said additional costs for damages to OWNER.

       

      4. LATE CHARGE: A late fee of
$2.50, (not to exceed 1% of the monthly rent), shall be added and due for any
payment of rent made after the 15th of the month. Any dishonored check shall be
treated as unpaid rent, and subject to an additional fee of $25.

       

      5. UTILITIES: RENTER agrees to
pay all utilities and/or services based upon occupancy of the
premises

       

      6. LIQUID FILLED FURNISHINGS: No
liquid filled furniture, receptacle containing more than ten gallons of liquid
is permitted without prior written consent and meeting the requirements of the
OWNER. RENTER also agrees to carry insurance deemed appropriate by OWNER to
cover possible losses that may be caused by such items.

       

      7. PROJECTIONS: No awnings or
other projections are permitted without the prior written consent of the
LANDLORD. No curtains, blinds, shades, or screens, shall be attached to, or hung
in, or used in connection with any window or door of the demised premises,
without the prior written consent of the LANDLORD. Such awnings, projections,
curtains, blinds, shades, screens, or other fixtures must be of quality type,
design and color, and attached in the manner approved by the
LANDLORD.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                  KAG HOLDING CORP.

                  E-mail: info@kagholding.com

                  Main: 845-228-8977 

                	 	
                  Corporate
      Office:

                  1717 Route 6,

                  Carmel NY 10512

                


        

         

        
          

          

        

        
          RENTAL/LEASE
AGREEMENT

        

      

       

      8. PARKING: When and if RENTER is
assigned a parking area/space on OWNER'S property, the parking area/space shall
be used exclusively for parking of passenger automobiles and/or those approved
vehicles listed on RENTER'S Application attached hereto. RENTER is hereby
assigned or permitted to park only in the following area or space on street
adjacent to the RENTER’S entrance. The parking fee for this space (if applicable
is $0 monthly. Said space shall not be used for the washing, painting, or repair
of vehicles. No other parking space shall be used by RENTER or RENTER'S
guest(s). RENTER is responsible for oil leaks and other vehicle discharges for
which RENTER shall be charged for cleaning if deemed necessary by
OWNER.

       

      9. CARE OF PREMISES: The RENTER
shall take good care of the premises and shall, at the RENTERS own cost and
expense, make all repairs, and at the end, or other expiration of the term,
shall deliver up the demised premises in good condition or order. In the event
the RENTER fails to make such repairs, the LANDLORD may, at its option, repair,
at the expense of the RENTER, all damage or injury to the demised premises done
by the RENTER or his servants, employees, agents, visitors, or licensees, or
caused by moving property of the RENTER in and/or out of the said premises or
building, or by the installation or removal of furniture or property, or
resulting from fire, short circuits, the overflow or leakage of water, sewage,
or odors from any other cause, due to the carelessness, negligence or improper
conduct of the RENTER or his servants, employees, agents, visitors, or
licensees.

       

      10. NOISE: RENTER agrees not to
cause or allow any noise or activity on the premises which might disturb the
peace and quiet of another RENTER and/or neighbor. Said noise and/or activity
shall be a breach of this agreement.

       

      11. DESTRUCTION OF PREMISES: If
the premises become totally or partially destroyed during the term of this
Agreement so that RENTER'S use is seriously impaired, OWNER or RENTER may
terminate this Agreement immediately upon three day written notice to the
other.

       

      12. CONDITION OF PREMISES: RENTER
acknowledges that he has examined the premises and that said premises, all
furnishings, fixtures, furniture, plumbing, heating, electrical facilities, all
items listed on the attached property condition checklist, if any, and/or all
other items provided by OWNER are all clean, and in good satisfactory condition
except as may be indicated elsewhere in this Agreement. RENTER agrees to keep
the premises and all items in good order and good condition and to immediately
pay for costs to repair and/or replace any portion of the above damaged by
RENTER, his guests and/or invitees, except as provided by law. At the
termination of this Agreement, all of above items in this provision shall be
returned to OWNER in clean and good condition except for reasonable wear and
tear and the premises shall be free of all personal property and trash not
belonging to OWNER. It is agreed that all dirt, holes, tears, burns, and stains
of any size or amount in the carpets, drapes, walls, fixtures, and/or any other
part of the premises, do not constitute reasonable wear and tear.

       

      13. ALTERATIONS: RENTER shall not
paint, wallpaper, alter or redecorate, change or install locks, install antenna
or other equipment, screws, fastening devices, large nails, or adhesive
materials, place signs, displays, or other exhibits, on or in any portion of the
premises without the written consent of the OWNER except as may be provided by
law.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
         

        
          	
                  KAG HOLDING CORP.

                  E-mail: info@kagholding.com

                  Main: 845-228-8977 

                	 	
                  Corporate
      Office:

                  1717 Route 6,

                  Carmel NY 10512

                


        

         

        
          

          

        

        
          RENTAL/LEASE
AGREEMENT

        

      

       

       

      14: PROPERTY MAINTENANCE: RENTER
shall deposit all garbage and waste in a clean and sanitary manner into the
proper receptacles and shall cooperate in keeping the garbage area neat and
clean. RENTER shall be responsible for disposing of items of such size and
nature as are not normally acceptable by the garbage hauler. RENTER shall be
responsible for keeping the bathroom drains free of things that may tend to
cause clogging of the drains. RENTER shall pay for the cleaning out of any
plumbing fixture that may need to be cleared of stoppage and for the expense or
damage caused by stopping of waste pipes or overflow from wash basins, or
sinks.

       

      15. HOUSE RULES: RENTER shall
comply with all house rules as stated on separate addendum, but which are deemed
part of this rental agreement, and a violation of any of the house rules is
considered a breach of this agreement.

       

      16. CHANGE OF TERMS: The terms and
conditions of this agreement are subject to future change by OWNER after the
expiration of the agreed lease period upon 30-day written notice setting forth
such change and delivered to RENTER. Any changes are subject to laws in
existence at the time of the Notice of Change Of Terms.

       

      17. TERMINATION: After expiration
of the leasing period, this agreement is automatically renewed from month to
month, but may be terminated by either party giving to the other a 30-day
written notice of intention to terminate. Where laws require "just cause", such
just cause shall be so stated on said notice. The premises shall be considered
vacated only after all areas including storage areas are clear of all RENTER'S
belongings, and keys and other property furnished for RENTER'S use are returned
to OWNER. Should the RENTER hold over beyond the termination date or fail to
vacate all possessions on or before the termination date, RENTER shall be liable
for additional rent and damages which may include damages due to OWNER'S loss of
prospective new renters.

       

      18. POSSESSION: If OWNER is unable
to deliver possession of the residence to RENTERS on the agreed date, because of
the loss or destruction of the property or because of the failure of the prior
RENTER, to vacate or for any other reason, the RENTER and/or OWNER may
immediately cancel and terminate this agreement upon written notice to the other
party at their last known address, whereupon neither party shall have liability
to the other, and any sums paid under this Agreement shall be refunded in full.
If neither party cancels, this Agreement shall be prorated and begin on the date
of actual possession.

       

      19. INSURANCE: RENTER acknowledges
that OWNERS insurance does not cover personal property damage caused by fire,
theft, rain, war, acts of God, acts of others, and/or any other causes, nor
shall OWNER be held liable for such losses. RENTER is hereby advised to obtain
his own insurance policy to cover any personal losses.

       

      20. RIGHT OF ENTRY AND INSPECTION:
OWNER may enter, inspect, and/or repair the premises at any time in case of
emergency or suspected abandonment. OWNER shall give 24 hours advance notice and
may enter for the purpose of showing the premises during normal business hours
to prospective renters, buyers, lenders, for smoke alarm inspections, and/or for
normal inspections and repairs. OWNER is permitted to make all alterations,
repairs and maintenance that in OWNER'S judgment is necessary to
perform.

       

      21. ASSIGNMENT: RENTER agrees not
to transfer, assign or sublet the premises or any part thereof.

       

      22. PARTIAL INVALIDITY: Nothing
contained in this Agreement shall be construed as waiving any of the OWNER'S or
RENTER'S rights under the law. If any part of this Agreement shall be in
conflict with the law, that part shall be void to the extent that it is in
conflict, but shall not invalidate this Agreement nor shall it affect the
validity or enforceability of any other provision of this
Agreement.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
         

        
          	
                  KAG HOLDING CORP.

                  E-mail: info@kagholding.com

                  Main: 845-228-8977 

                	 	
                  Corporate
      Office:

                  1717 Route 6,

                  Carmel NY 10512

                


        

         

        
          

          

        

        
          RENTAL/LEASE
AGREEMENT

           

        

      

      
        22. NO WAIVER: OWNER'S acceptance
of rent with knowledge of any default by RENTER or waiver by OWNER of any breach
of any term of this Agreement shall not constitute a waiver of subsequent
breaches. Failure to require compliance or to exercise any right shall not be
constituted as a waiver by OWNER of said term, condition, and/or right, and
shall not affect the validity or enforceability of any provision of this
Agreement.

         

        23. ATTORNEY FEES: If any legal
action or proceedings be brought by either party of this Agreement, the
prevailing party shall be reimbursed for all reasonable attorney's fees and
costs in addition to other damages awarded.

         

        24. JOINTLY AND SEVERALLY: The
undersigned RENTERS are jointly and severally responsible and liable for all
obligations under this agreement.

         

        25. REPORT TO CREDIT/TENANT
AGENCIES: You are hereby notified that a nonpayment, late payment or
breach of any of the terms of this rental agreement may be submitted/reported to
a credit and/or tenant reporting agency, and may create a negative credit record
on your credit report.

         

        26. LEAD NOTIFICATION REQUIREMENT:
For rental dwellings built before 1978, RENTER acknowledges receipt of the
following: (Please check)

        ___ Lead
Based Paint Disclosure Form

        ___ EPA
Pamphlet

         

        27. ADDITIONS AND/OR EXCEPTIONS
_______________________________________________________________

        _______________________________________________________________.

         

        28. NOTICES: All notices to RENTER
shall be served at RENTER'S premises and all notices to OWNER shall be served at
_______________________________________________________________.

         

        29. INVENTORY: The premises
contains the following items, that the RENTER may use.
______________________________________________________________.

         

        30. KEYS AND ADDDENDUMS: RENTER
acknowledges receipt of the following which shall be deemed part of this
Agreement: (Please check)

        ___ Keys
#of keys and purposes ___________________________________________

        ___ House
Rules ___ Other ________________________________

         

        31. ENTIRE AGREEMENT: This
Agreement constitutes the entire Agreement between OWNER and RENTER. No oral
agreements have been entered into, and all modifications or notices shall be in
writing to be valid.

         

         

        
          
            
            

          

          
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                    KAG HOLDING CORP.

                    E-mail: info@kagholding.com

                    Main: 845-228-8977 

                  	 	
                    Corporate
      Office:

                    1717 Route 6,

                    Carmel NY 10512

                  


          

           

          
            

            

          

          
            RENTAL/LEASE
AGREEMENT

          

        

         

         

        32. RECEIPT OF AGREEMENT: The
undersigned RENTERS have read and understand this Agreement and hereby
acknowledge receipt of a copy of this Rental Agreement. This Commercial Lease
shall be interpreted according to the laws of the State of New
York.

         

        33. LITIGATION: In the event of
any dispute or litigation arising from any of the terms of this Commercial
Lease, the RENTER specifically waives the right to a jury trial.

         

        34. ENTIRE AGREEMENT: The
foregoing constitutes the entire agreement between the parties mentioned above,
and may be modified only in writing, to be signed and initialed by both
parties.

      

    

    
      


      
        	
                 

                 

                DAS,
      Inc.

                 

                RENTER'S Signature
      /s/
      Karen
      Gentile                                                                                        
      

                Date 11/29/08                        
      

                 

                Renter’s
      Witness Name: 

                Witness’ Signature
      /s/
      Daniel
      Bardelli                                                                                          
      

                Date 12/15/08                        
      

                 

                KAG
      Holding Corp.

                Mailing
      Address: 1717 Route 6, Carmel NY 10512

                OWNER'S or Agent's
      Signature /s/
      Karen
      Gentile                                                      
                    
      

                Date 11/29/08                          
      

                 

                Owner’s
      Witness Name:

                Witness’ Signature
      /s/ Dom
      Deduca                      
                                                                            

                Date 12/15/08                            

                 

              


      

      
 

      
        
          
          

        

        
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        Licensing
Agreement

         

        SOFTWARE
LICENSING AGREEMENT (the “Agreement”) dated November 27, 2007 between DAS, Inc a
Nevada Company, 502 East John Street, Carson City, State of Nevada 89706, USA
(hereinafter, individually or collectively referred to as “DAS”), and Stock USA
Investments, Inc. having its head office at 1717 Route 6, Carmel, NY 10512
(hereinafter referred to as “FIRM”), with a purpose of establishing a framework
for liaison between the parties mentioned thereof (“Parties”).

         

        RECITALS

         

        WHEREAS, FIRM is a registered
investment dealer and member of the FINRA, a respective self regulatory
organization;

         

        WHEREAS, DAS is the proprietor
of DAS direct access trading software (“Trading Software”) and the corresponding
user manual(s) and/or other user documentation, that provides, among other
applications: (1) electronic message functions in the form of order entry and
order routing; and (2) functions to receive, access and/or display market
information con sisting of securities, other information and other data that is
provided by certain stock exchanges, news and other information
sources;

         

        WHEREAS, FIRM desires to
obtain a license to use the DAS Trader trading platforms for FIRM and for its
clients (“Clients”) in connection with FIRM’s and Clients’ transactions in
securities that may be purchased or sold by or through FIRM and DAS desires to
grant such license to FIRM and Clients on the terms and conditions set forth
herein;

         

        NOW, THEREFORE, in
consideration of the provisions and mutual undertakings set forth herein, the
parties hereto agree as follows:

         

        1.       Appointment

         

        For the
Term (as defined below) of this Agreement and/or agreement arising of this
Agreement, DAS grants to FIRM and Clients on a non -exclusive basis (as defined
below) the use of DAS Trader’ Trading software platform to effectuate
transactions in securities that may be purchased or sold by or through FIRM in
its broker/dealer capacity.

         

        2.       Services Provided by
DAS

         

        
          	
                  a.  

                	
                  Back
      Office Suite and Risk System

                


        

         

        
          	
                  b.  

                	
                  DAS
      is to provide FIRM with DAS Back Office Suite and, subject to reasonable
      availability, DAS will provide an ongoing technical support and initial
      training services for FIRM staff for the
Suite.

                


        

         

        
          	
                  c.  

                	
                  Simulated
      Trading Platforms

                


        

         

        
          	
                   
      

                	
                  i.
      DAS to provide FIRM prospects access to simulated paper-trading versions
      of DAS trading platforms as an introduction to the FIRM service, including
      associated User names and
Passwords.

                


        

         

         

        
          
            Licensing
Agreement

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  d.  

                	
                  Support
      of Service

                


        

         

        
          	
                  i.  

                	
                  Subject
      to reasonable availability, DAS will provide an ongoing techn ical support
      and initial training services for FIRM for the DAS Trader trading
      platforms.

                


        

         

        
          	
                  ii.  

                	
                  DAS
      to provide FIRM with access to any available material, including manuals
      and support for DAS trading
platforms.

                


        

         

        
          	
                  iii.  

                	
                  DAS
      to provide FIRM, on a timely basis, any modi fications to software, and
      available materials, including manuals and support of DAS Trader trading
      platforms.

                


        

         

        
          	
                  iv.  

                	
                  DAS
      to provide FIRM with appropriate Exchange User Agreement forms and FIRM
      will be responsible for administration of Exchange Quote Feed agreements
      and sending to DAS on timely basis.

                
	 	 
	v.
       	DAS
      will provide FIRM with access to from 7:00 AM – 8:00 PM Eastern
      Time.


        

         

               

                 
3.        Compensation
and Deposit

         

        
          	
                  a.  

                	
                  For
      the brokerage services provided in connection with transactions in
      securities effectuated via the DAS trading platforms FIRM will pay a per
      user fee to DAS pursuant to the following
terms:

                


        

         

        $10,000
monthly on the 1st day of
the month via check and electronic transfer for up to 1000 users afterward
subject to Schedule A.

         

        
          	
                  b.  

                	
                  FIRM
      shall pay rate based on calendar month for each logon that is “Open”
      status at any time during the billing
month

                


        

         

        
          	
                  c.  

                	
                  All
      software per user fees will be due on the 10th business day of every month
      for the previous month.

                


        

         

        
          	
                  d.  

                	
                  Fees
      shall be invoiced monthly, in arrears. DAS reserves the right to charge
      interest at a rate equal to the lesser of 1% per month or maximum allowed
      by law, on outstanding amounts not paid after ten days of receipt of DAS
      invoice. FIRM shall pay DAS reasonable attorneys’ fees and costs incurred
      in collection.

                


        

         

        
          	
                   
      

                	
                  e.
      All payments due to either party shall be via wire transfer to such
      account as shall be designated by the
payee.

                


        

         

                
4.          Limitation
of Liability and Exclusions of Damages

         

        In no
event shall either party or its affiliates, employees, representatives or
subcontractors be liable to the other party for damages of any kind whatsoever
including without limitation, direct loss of profits, indirect, incidental,
consequential, punitive or special damages (even if advised of the possibility
of such damages) arising from the breach of any provision of this Agreement,
provided however, that the foregoing limitations shall not apply to direct
damages resulting from intentional or willful breach of this
Agreement.

         

                
5.          Term and
Termination

         

        5.1 This
Agreement shall be effective as of the date of execution by both parties (“the
Effective Date”), and shall extend for the initial trial period o f three (3)
calendar months from the date of executing the first live trade (the “Initial
Period”).

         

        5.2 
This Agreement shall continue until the earliest to occur of the following
events:

         

         

        
          
            Licensing
Agreement

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  a.  

                	
                  Either
      party is dissolved, wound up, terminated or otherwise
      liquidated;

                


        

         

        
          	
                  b.  

                	
                  After
      the Initial Period, if either party provides the other party with (30)
      days written notice before the anniversary date of the Effective
      Date;

                
	 	 
	c.  	Mutual
      consent of the Parties.


        

         

         
5.3   Absent the occurrence of the events listed in section 5.2
above, the term of this

         

         
Agreement shall be one calendar year from the Effective Date.

         

                 
6.           Confidentiality

         

        
          	
                  a.  

                	
                  Each
      party shall keep confidential and shall not disclose or make available to
      any other person or entity any information (“Confidential Information”)
      provided or made availab le to any other party either orally or other
      media and whether or not such information is expressly stated to be
      confidential; and

                


        

         

        
          	
                  b.  

                	
                  Notwithstanding
      the foregoing, information that (a) was lawfully in party’s possession
      prior to the date of this Agreement; (b) is already public knowledge or
      becomes so at a date prior to the date of disclosure; or (c) comes into
      its knowledge from a third party who lawfully possesses such information
      and such disclosure; will not constitute Confidential Information for
      purposes of this Agreement; and

                


        

         

        
          	
                  d.  

                	
                  Neither
      party shall disclose any of the Confidential Information to any person or
      entity except to (a) such of its employees, consultants, agents or
      representatives as ‘need to know’ basis; or (b) its auditors, financial or
      legal advisors, government agencies or any other person or body having the
      right, duty or obligations to know its business and then only in pursuance
      of such right, duty or obligation;
and

                


        

         

        
          	
                  e.  

                	
                  The
      obligations with respect to the Confidential Information shall surv ive
      Termination of this Agreement.

                


        

         

                 
7.           Miscellaneous

         

        a. Assignment

         

        The
parties covenant and agree that neither party shall, without the prior written
consent of the other, transfer the whole or any part of this Agreement or any of
its interest, rights or ob ligations hereunder.

         

        b. Notices

         

        All
notices, demands or communications made pursuant to the terms hereof or required
or permitted to be given by one party to another shall be given electronically.
In addition to electronic notice, the parties may also give notice in writing by
personal delivery or by registered mail, postage prepaid, addressed to such
other party or delivered to such other party at its head office or at such other
address as may be given by any of them to the other from time to time and such
notices, demands or other communications shall be deemed to have been received
when delivered if sent via electronic transmission, or, if mailed, seven (7)
business days following the date of mailing thereof, provided that if any such
notice, demand or o ther communication shall have been mailed and regular mail
service shall be interrupted by strikes or other irregularities, such notice,
demand or other communications shall be deemed to have received seven (7)
business days after the day following the resumption of normal mail
service.

         

         

        
          
            Licensing
Agreement

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        c.Independent
Contractor

         

        FIRM and
DAS, in performance of their obligations hereunder, shall act at all times as
independent contractors, and neither party shall have or exercise control over
the other party, its agents, servants or employees in the performance of such
other party’s obligations under this Agreement. This Agreement is entered into
solely between the parties hereto and is not intended by the parties to confer
upon any other person or entity any right or clai m by reason of this Agreement
nor does either party have the ability, right or authority to assume or create,
in writing or otherwise, any obligation of any kind, express or implied, in the
name of or on behalf of the other.

         

        d. Entire
Agreement

         

        This
agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof, and supersedes any and all prior agreements or
understanding among the parties with respect to the subject matter
hereof.

         

        e. Non
compete clause

         

        Any and
all clients brought by the FIRM to use the DAS system shall remain customer of
the FIRM. In no case will DAS or the DAS staff contact directly or indirectly,
at any time, and that during and for a period of 24 months after the termination
of this cont ract, any of the said clients here above. Any attempt by the
clients to contact directly DAS or the DAS Staff shall be promptly reported to
the FIRM. Contacts made with clients by DAS for the purposes of servicing the
software will require written notice.

         

        f. Severability

         

        Should
any part of this agreement be declared or held to be invalid or unenforceable
for any reason, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this agreement which shall
continue in full force and effect and be construed as if this agreement had been
executed without any invalid or unenforceable portion and it is hereby declared
the intention of the parties hereto that this agreement would have been executed
without reference to any portion which may, for any reason, be hereafter
declared or held invalid or unenforceable.

         

        g. Applicable
Law

         

        This
Agreement shall be governed by laws of the State of Nevada.

         

        h. Counterparts

         

        This
agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
document.

         

        i. Successors
and Assigns

         

        This
Agreement shall ensure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns.

         

        j.Intellectual
Property

         

        DAS
represents and warrants that it has the right and power to grant the licenses
granted herein and that there are no other agreements with other parties to
conflict with such grant. DAS further represents and warrants that it has no
actual knowledge that the DAS trading platform infringes any valid rights of any
third party

         

         

        
          
            Licensing
Agreement

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        k. Protection
of Proprietary Rights

         

        “Proprietary
Information” means; DAS software and shall include all software, progra ms,
process, inventions, patents, copyrights, trademarks, and other intangible
rights, trade secrets and all other discoveries, developments, designs,
improvements, inventions, formulas, software programs, processes, techniques,
know-how, negative know-how, data, research, technical data, customer and
supplier lists, and any modifications or enhancements of any of the forgoing,
and all program, marketing, sales, or other financial or business information
disclosed to FIRM by DAS, either directly or indirectly, in writing or orally or
by drawings or observation, which has actual or potential economic value to DAS.
At all times, FIRM shall keep in strictest confidence and trust all Proprietary
Information; shall not disclose, use induce or assist in the use or disclosure
of any Proprietary Information or Rights or anything related to any Proprietary
Information or Rights, without DAS prior express written consent, except as may
be necessary in the ordinary course of performance of this Software Licensing
Agreement; and shall promptly advise DAS of any knowledge that FIRM may have of
any unauthorized release or use of DAS Proprietary Information, and shall take
reasonable measures to prevent unauthorized persons or entities from having
access to obtaining, or being furnished with any Proprietary
Information.

         

        l. Limitations
on Liability

         

         

        DAS shall
have no liability to FIRM or it’s users for any failure of the software. FIRM
agrees to defend, indemnify, and hold DAS harmless from any claims by
FIRM.

        
        

         

        
          	  DAS	  FIRM


        

                                

        
          	
                  DAS,
      Inc.

                	
                  Stock
      USA Investments, Inc.

                
	
                  1717
      Route 6

                	
                  1717
      Route 6, Suite 102

                
	
                  Carmel,
      New York 10512 USA

                	
                  Carmel
      NY 10512

                
	
                  Fax:
      845-228-8077

                	
                  Fax:
      845-622-4878

                
	   Email:
      karen@directaccesssoftware.com	   Email:
      info@stockusa.com


        

        


         

        Either
party may change such address from time to time by providing written not ice to
the other in the manner set forth above.

         

        IN WITNESS OF WHEREOF, the
Parties hereto have executed this Licensing Agreement as of the date first set
forth above.

         

         

        
          
            	 	 	 	 	 
	
                    /s/
      Karen Gentile

                  	 	 	
                    /s/ Timothy
      Looney

                  	 
	 	 	 	 	 
	
                    Name:
      Karen Gentile

                  	 	 	
                    Name: Timothy
      Looney

                  	 
	 	 	 	 	 
	
                    Title:
      President

                  	 	 	
                    Title:
      President

                  	 
	I
      have authority to bind the Corporation	 	 	I
      have authority to bind the Corporation	 


          

        

         

         

        
          Licensing
Agreement