exv10w45






Exhibit 10.45



Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the
information subject to the confidentiality request. Omissions are designated as “***”.
A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.




SALES LEAD AGREEMENT



This Sales Lead Agreement (the “Agreement”), is hereby made as of October 9th 2006
(“Effective Date”), by and between GAIN CAPITAL GROUP, LLC a company whose
registered office is 550 Hills Drive, Bedminster, NJ 07921, USA, (“SALES AGENT”)
and TRADING CENTRAL, a Societe Anonyme, with offices at II BIS RUE SCRIBE
75009 PARIS, FRANCE (RCS Paris 423 512 607) (“Research Provider”).



WHEREAS, Research Provider is in the business of producing technical analysis
(collectively “Investment Research”);



WHEREAS, SALES AGENT desires to distribute the Investment Research, and
Research Provider wishes to utilize SALES AGENT to distribute its Investment Research.



NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:



1. Services to Be Performed by SALES AGENT. SALES AGENT shall use its
commercially reasonable efforts to distribute the Investment Research on a non-exclusive basis.



2. Services to Be Provided by Research Provider. Research Provider shall provide SALES
AGENT with Investment Research along with other items as determined by SALES AGENT on
a non-exclusive basis.



3. Term and Termination of Agreement. The term of this Agreement shall commence on
the Effective Date and shall continue for a period of twelve (12) months. After the initial twelve
(12) month period, this Agreement may be terminated by either party at any time upon at least
thirty (30) days prior written notice. If either party defaults in the performance of any of its
material obligations under this Agreement and fails to cure such default within ten (10) days
after receiving written notice of the default, the non-defaulting party shall then have the right
to
terminate this Agreement immediately at any time following the ten (10) days.



4. Confidentiality. Any customer list of SALES AGENT is deemed to be “Confidential
Information,” and Research Provider shall use reasonable efforts to keep such information
confidential and not utilize such information for its own use. Research Provider agrees that it
will take all reasonable precautions to prevent any unauthorized disclosure of Confidential
Information by its principals, employees, or agents.



5. Fees and Payment Terms.



TRADING CENTRAL shall provide SALES AGENT with current, accurate and complete pricing
and product information on the Materials, as applicable.



Unless otherwise agreed, subscriptions by Users that contract with TRADING CENTRAL SA
shall be invoiced and collected by TRADING CENTRAL.



A Sales Lead is defined as (i) sales efforts made by SALES AGENT that result in a new
contract




 









 




signed between one User and TRADING CENTRAL for the delivery of technical analysis services
or any other service delivered and invoiced by TRADING CENTRAL and (ii) whereby significant
sales efforts were handled directly by TRADING CENTRAL representatives in the form of sales
calls, on-site or phone presentations, product demonstrations and/or price negotiations.



A Sales Lead is valid only if (i) a Lead Form (detailing company name, desk activity, contact
details including name, phone number, e-mail, and position) has been sent by e-mail to TRADING
CENTRAL and faxed or e-mailed back to SALES AGENT wearing the approval signature of an
accredited person (CEO, MD or Head of Sales of TRADING CENTRAL).



If SALES AGENT provides a Sales Lead which lead to a signed contract between User and
TRADING CENTRAL then TRADING CENTRAL shall pay SALES AGENT a Commission
worth *** of the *** value of any *** imposed to Users by TRADING CENTRAL for access
to its technical analysis service during the first year of the contract signed between Users.



If SALES AGENT provides both a Sales Lead and a closed contract which required no sales effort
nor involvement by TRADING CENTRAL representatives then TRADING CENTRAL shall pay
SALES AGENT a Commission worth *** of they *** value of any *** imposed to Users by TRADING CENTRAL
for access to its technical analysis service during the first year of the contract signed between
Users and TRADING CENTRAL.



Commissions will be paid to SALES AGENT on a quarterly basis only on payment actually
received from Users.



6. Expenses. Each party shall bear its own costs and expenses in providing the services
rendered by it hereunder. All expenses of preparing the Investment Research materials shall be
the sole responsibility of Research Provider.



7. Representations and Warranties.





	 	(a)	 	Research Provider represents and warrants now and on a continuing basis that:






	 	(1)	 	It has the requisite authority to enter into this Agreement.
	 
	 	(2)	 	Research Provider represents and warrants that any copyrights,
trademarks, service marks, trade names, logos or other commercial
designations are owned by Research Provider free of encumbrances or
claims of any kind, and Research Provider has right to grant SALES
AGENT a license to use such items in accordance with the terms of this
Agreement.
	 
	 	(3)	 	Research Provider has all required governmental and regulatory approvals
and licenses required to conduct the business contemplated by this
Agreement, including any required registrations.






	 	(b)	 	SALES AGENT represents and warrants now and on a continuing basis that:






	 	(1)	 	It has the requisite authority to enter into this Agreement and to carry out
the services as contemplated herein.
	 
	 	(2)	 	It agrees to maintain the registrations and licenses necessary under





2









 






     applicable laws and regulations.


     (c) Each party hereto represents and warrants that it shall provide to the other such
information or documentation necessary for such party to fulfill its obligations hereunder, and
such other information or documentation as any party may reasonably request.


9. Indemnification. Each party to this Agreement (the “Indemnifying Party”) shall
indemnify and hold harmless the other party (the “Indemnified Party”) and its affiliates and each
officer, employee and agent of the Indemnified Party and its affiliates from and against any and
all claims, demands, actions, losses, damages, liabilities, or costs, charges, reasonable counsel
fees, and expenses of any nature (“Losses”) arising out of (i) any misleading statements,
inaccuracy or omission in any materials generated by the Indemnifying Patty pursuant to this
Agreement, (ii) any material breach by the Indemnifying Party of any representation, warranty,
covenant, or agreement contained in this Agreement and (iii) any action taken or omitted to be
taken by the Indemnifying Party pursuant to this Agreement, except to the extent such Losses
result from Indemnified Party’s breach of this Agreement, bad faith, willful misconduct, or gross
negligence.



10. Miscellaneous.




     (a) Application of UK Law. This Agreement shall be governed by and in accordance
with the laws of England applicable to agreements made and fully to be performed therein.



     (b) Entire Agreement, Amendment. This Agreement constitutes the entire agreement
between the parties and supersedes voids and rescinds any and all prior oral or written
agreements between Research Provider and SALES AGENT and is a fully integrated agreement.
This Agreement may not be amended nor modified, nor any of the provisions hereof waived,
except by the written consent of both parties hereto.



     (c) Binding Arbitration. Research Provider and SALES AGENT agree to arbitrate
any controversy between Research Provider and SALES AGENT or its directors, officers,
partners or employees relating in any way to this Agreement, including, but not limited
to, the
performance, construction or breach of this Agreement. Such arbitration will be conducted in
accordance with the rules then in effect of the National Association of Securities Dealers, Inc.
Research Provider and SALES AGENT understand that any award rendered by the arbitrators
may be entered in any court having jurisdiction.



     (d) Relationship of Parties. Neither Research Provider nor SALES AGENT has any
exclusive right to the services offered by the other, or, except as provided in this Agreement, to
restrict other activities of the other party. This Agreement shall not be construed as precluding
SALES AGENT or its affiliates from performing services of any nature for any third persons.



     (e) Assignment. No party hereto may transfer, sell, encumber or assign any of its
rights or obligations hereunder in whole or in part without the express written consent of the
other patty hereto.



     IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of the
undersigned as of the above date.





3









 








	 	 	 	 	 	 	 	 	 

	TRADING CENTRAL	 	GAIN CAPITAL GROUP, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	Name:

	 	 

Alain Pellier
	 	Name:
	 	 

Glenn Stevens
	 	 
	Title:

	 	CEO
	 	Title:
	 	CEO	 	 
	Date:

	 	9/October/2006
	 	Date:
	 	10/January/2007	 	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE A-I: Sales Leads	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SALES AGENT will receive *** of the *** received, per subscription.	 	 
	 
	 	 	 	 	 	 	 	 
	New Subscriptions	 	Subscription Renewals	 	 
	 
	 	 	 	 	 	 	 	 
	SALES AGENT ***/Trading Central ***	 	SALES AGENT ***/Trading Central ***	 	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE A-2: Sales Leads + Closed Contracts	 	 
	 
	 	 	 	 	 	 	 	 
	SALES AGENT will receive *** of the *** received, per subscription.	 	 
	 
	 	 	 	 	 	 	 	 
	New
Subscriptions	 	Subscription
Renewals	 	 
	 
	 	 	 	 	 	 	 	 
	SALES AGENT ***/Trading Central ***	 	SALES AGENT ***/Trading Central ***	 	 
	 
	 	 	 	 	 	 	 	 
	SCHEDULE B	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	GURU TECHNICAL ANALYSIS	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	to be confirmed	 	 	 	 	 	 







4











 





CONTRACT FOR TECHNICAL ANALYSIS STRATEGIES




STANDARD TERMS AND CONDITIONS


1, These terms shall be incorporated into every agreement (“an Agreement”) with a subscriber
(“a Subscriber”) for the supply of any of TRADING CENTRAL online services (information, analyses
and forecasts) available on www tradingcentral.com (“the Service”), All Subscribers contract with
TRADING CENTRAL SA, a company whose registered office is 11 bis rue Scribe, 75009 Paris, France,
registered at the registry of commerce and companies of Paris under the number 423 512 607.



2 Each Agreement will come into effect only when accepted by TRADING CENTRAL and commence as from
the agreed commencement date (or, if none is agreed, the date on which the TRADING CENTRAL Service
was first provided, after the end of any free trial, where relevant) and (unless otherwise
specified in the Agreement) will continue for a term of one (1) year and for further terms of one
(1) year thereafter until terminated by the Subscriber giving to TRADING CENTRAL not less than
three (3) months notice in writing expiring at the end of the relevant term.



3.(a) Unless otherwise agreed, subscriptions for TRADING CENTRAL Services shall be as shown in
TRADING CENTRAL’s standard price list at the time the subscription is due. (b) Unless and until
TRADING CENTRAL notifies otherwise, subscriptions with Subscribers who contract with TRADING
CENTRAL will be invoiced and collected by TRADING CENTRAL and shall be due and payable quarterly in
advance, without set-off or deduction (c) Each Subscriber will pay a penalty worth EURIBOR *** if
payments are not made to TRADING CENTRAL in due time. (d) Without prejudice to any other remedy
which it may have, TRADING CENTRAL reserves the right to terminate the Subscriber’s access to any
TRADING CENTRAL services for non-payment of invoices. (e) All sums due to TRADING CENTRAL are
exclusive of Goods and Services Tax, Sales Tax, Value Added Tax, and any other use or sales taxes,
duties, or levies imposed by any authority, government or government agency which may apply or be
introduced from time to time which shall be charged thereon in accordance with the relevant
regulations in force at the time of providing the Service and shall be paid by the Subscriber. If a
Subscriber is required by any tax authority to account for withholding tax (or similar duties or
taxes) in respect of any subscription due to TRADING CENTRAL, the subscription shall be grossed up
so that TRADING CENTRAL actually receives the amount which would have been payable had such
withholding tax not been so accounted for Fees subject to annual increase based on Euro Zone
inflation rate.



4 EACH SUBSCRIBER AGREES AND ACKNOWLEDGES THAT, (A) NO EXPRESS UNDERTAKING IS GIVEN AND NONE CAN BE
IMPLIED AS TO THE ACCURACY OR COMPLETENESS OF THE SERVICE (B) THE SERVICE DOES NOT CONSTITUTE IN
ANY WAY A SOLICITATION NOR INCENTIVE TO SELL OR BUY ANY SHARES, STOCK OPTIONS AND SIMILAR AND
ASSIMILATED PRODUCTS. (C) EACH SUBSCRIBER OF THE SERVICE ACKNOWLEDGES AND AGREES TO THE FACT THAT,
BY ITS VERY NATURE, ANY INVESTMENT IN SHARES, STOCK OPTIONS AND SIMILAR AND ASSIMILATED PRODUCTS IS
CHARACTERISED BY A CERTAIN DEGREE OF UNCERTAINTY THAT, CONSEQUENTLY, ANY INVESTMENT OF THIS NATURE
INVOLVES RISKS FOR WHICH THE USER IS SOLELY RESPONSIBLE AND LIABLE. IT IS TO BE NOTED IN THIS
RESPECT THAT PAST PERFORMANCE OF A FINANCIAL PRODUCT DO NOT GUARANTEE ANY AND ARE NOT AN INDICATION
AS TO FUTURE PERFORMANCE. (D) THE USE AND INTERPRETATION OF THE SERVICE REQUIRE FINANCIAL SKILL AND
JUDGEMENT. ANY UTILISATION WHATSOEVER BY THE SUBSCRIBER, RELATING TO THE SERVICE, AS WELL AS ANY
DECISION WHICH THE USERS MAY TAKE REGARDING A POSSIBLE PURCHASE OR SALE OF SHARES, STOCK OPTIONS
AND SIMILAR AND ASSIMILATED PRODUCTS, ARE THE SOLE RESPONSIBILITY AND LIABILITY OF THE SUBSCRIBER
WHO ACKNOWLEDGES AND AGREES TO THIS AS A CONDITION PRECEDENT TO AND PRIOR TO ANY ACCESS TO THE
SERVICE; (E) AS A RESULT OF THE ABOVE, ALL LEGAL LIABILITY




5









 




DIRECTLY OR INDIRECTLY ARISING WHATSOEVER IN RESPECT OF THE UTILISATION OF THE INFORMATION AND
RELATED PRODUCTS OF OUR SERVICE, IN PA RTICULAR IN THE CIRCUMSTANCES AS DESCRIB ED IN POINT (C) OF
THIS DISCLAIMER, IS HEREBY EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW AND CONSEQUENTIAL AND
ECONOMIC LOSS IS EXCLUDED WITHOUT LIMITATION; (F) TRADING CENTRAL IS NOT LIABLE FOR ANY
INTERRUPTION, DISRUPTION OR SUSPENSION OF THE SERVICE AVAILABLE ON THE INTERNET WHATSOEVER, EVEN
WHEN THIS RESULT CAUSES THE INFORMATION AND RELATED PRODUCTS PROVIDED TO BE RENDERED INACCURATE,
INACCESSIBLE OR INCOMPLETE.



5 (a) Each Subscriber agrees that it will use the Service for the specific business purposes stated
herein (b) Subscribers may not internally or externally, copy, distribute, relay, publish or
otherwise deal with, disclose or make available any part of a the Service whether in the form
received by them or in any other form and may not transfer any part of the Service to another
information distribution network or publication system whether external or internal or any terminal
not authorised by TRADING CENTRAL to receive the Service except in the designated case allowed by
this Agreement allowing Subscriber to electronically provide the Service to its customers who hold
live foreign exchange trading accounts with Subscriber (c) Each Subscriber agrees to limit the
number of internal Users to those listed on the Commercial Information Addendum (page 3) These
internal Users are the individuals allowed direct access to the Service which will enable them to
provide it to Subscriber’s customers (d) The total number of Users may increase based on in-site
observations or based on client request and shall lead TRADING CENTRAL to increase the total
subscription fees as described on the Commercial lnformation Addendum (page 3). When applicable, a
Notice will be sent to the Subscriber for each increase and will be deemed to be duly given if
delivered personally or sent by first class air mail post or sent by email or sent by fax.



6. TRADING CENTRAL shall have the right to add to, vary or reduce the contents of the Service or to
replace, omit or otherwise vary any of the sources used in the making of the Service with
reasonable written notice to Subscribers only when the content of the Service has been
substantially altered making it essential to notify Subscribers. Edits considered minimal and part
of normal course of business are not considered substantial enough warranting notice to Subscriber
If Service is substantially altered, Subscriber maintains the right to terminate the contract or
seek to renegotiate the price.



7. TRADING CENTRAL shall have the right to give written notice at any time and for any reason
terminating any Agreement and/or terminate any TRADING CENTRAL Service forthwith If such
termination does not result from a breach of an Agreement by the Subscriber, TRADING CENTRAL shall
reimburse or arrange for the reimbursement of any part of the current subscription that relates to
the period after termination. Other than in the instance where TRADING CENTRAL has breached its
(‘contractual obligations according to this Agreement, Subscriber shall have the right to terminate
if Service is materially altered rendering use of the Service impractical and useless.



8. Subscribers hereby agree to be bound by such amendments as TRADING CENTRAL may make to these
standard terms and conditions from time to time. In such an event, TRADING CENTRAL shall
communicate via e-mail to inform Subscribers of such amendments no less than 20 days from the time
amendments will take effect Notice of these amendments made available by e-mail shall be deemed
duly given upon the time e-mail notification is sent The Subscriber will be deemed to have accepted
the terms if it does an act, reaffirming its subscription, or if no notice of objection is received
within 20 days of when the e-mail notification was first sent.




6









 





CONTRACT FOR TECHNICAL ANALYSIS STRATEGIES



9. The Service, including but not limited to text, figures, content, graphics, video, audio,
photographs, images, illustrations, news articles, also known as ‘material”, is protected by
copyright and/or other proprietary rights under French and other Laws, and is solely and
exclusively owned and controlled by TRADING CENTRAL The Subscriber do and shall not acquire any
rights of any kind nor licenses of any type in or to the Service and material contained in the
Service by using or subscribing to the Service in accordance with these Subscriber Terms and
Conditions, unless expressly set out in these Subscriber Terms and Conditions All present and
future rights in copyright, trademarks, patents, trade secrets, service marks, now-how and other
proprietary rights of any type under the laws of any country shall at all times remain the sole and
exclusive property of TRADING CENTRAL



10. Upon prior reasonable notification, each Subscriber will permit TRADING CENTRAL and its
representatives to enter into business location during normal business hours to inspect the manner
in which TRADING CENTRAL services are being accessed and/or received and to have access to and make
copies of the books, records and computers used for purposes of this Agreement at such locations
for the sale purpose of ensuring that the provisions of the Agreement are being complied with



11. Except in the event of TRADING CENTRAL’S gross negligence or willful misconduct, each
Subscriber agrees to indemnify and hold harmless TRADING CENTRAL, its officers, directors,
shareholders, subsidiaries, affiliates, employees, agents and representatives against all suits,
claims demands, causes of action, losses, damages, costs, expenses, or liabilities of any nature
(including attorney’s fees) incurred by TRADING CENTRAL as a result of breach of an Agreement by
the Subscriber. TRADING CENTRAL agrees to indemnify and hold harmless Subscriber, its officers,
directors, shareholders, subsidiaries, affiliates, employees, agents and representative harmless
from and against any and all claims, damages, liabilities, costs, loses and expenses (including,
without limitation, all judgments, costs and reasonable attorneys’ fees and amounts paid in
settlement or compromise of any litigation) of any kind or nature (collectively, ‘losses”) to which
Subscriber may become subject to



12. Without prejudice to any other relief or rights to which it is entitled, TRADING CENTRAL may
claim from Subscribers all legal fees incurred to enforce any provisions of an Agreement. As such,
Subscriber may seek from TRADING CENTRAL any legal fees incurred in enforcing or attempting to
enforce any provision of this Agreement



13. TRADING CENTRAL shall not be liable for failure to perform or delay in performing any
obligation if such failure or delay is caused by circumstances beyond its reasonable control.



14. No failure to exercise or delay in exercising any right by TRADING CENTRAL shall operate as a
waiver of such right and no exercise of any right shall preclude a further exercise of such right.



15. TRADING CENTRAL shall be entitled to assign any Agreement to any associated company and in such
event upon providing written notification to Subscriber and receiving written consent from
Subscriber. Subscriber agrees to treat such Agreement with effect from the date of assignment as
being entered into for all purposes between the Subscriber and such associated company.



16. Each Agreement constitutes the complete and exclusive statement of the Agreement between the
parties relating to the TRADING CENTRAL Service(s) provided thereunder and supersedes all oral or
written agreements, proposals (including any representations) and all other communication between
them.



17. The address for delivery of notices on the Subscriber is as stated in the relevant Agreement
The address for delivery of notices on TRADING CENTRAL SA is 11 bis rue Scribe, 75009 Paris,
France.




7









 




18. Notices will be deemed to be duly given if delivered personally or sent by first class air mail
post or sent by electronic mail or sent by fax Notices will be deemed to have been given at the
time of delivery in the case of notices delivered personally, within 5 days of posting in the cases
of notices sent by first class air mail and the time of sending in the case of electronic mail and
faxes Notices sent by electronic mail shall not deemed delivered unless the sender can demonstrate
that the electronic mail has been delivered to the Subscriber.



19. The place where each Agreement is made and comes into effect is Paris All Agreements shall be
governed by the laws of France and Subscribers agree to submit to the non-exclusive jurisdiction of
the French Courts.



Agreed to by:




	 	 	 

	TRADING CENTRAL SA

	 	GAIN CAPITAL GROUP, LLC
	By:

	 	By:
	Name: Alain Pellier

	 	Name: Christopher W. Calhoun
	Title: CEO

	 	Title: Chief Operating Officer
	Date: 20 December 2006

	 	Date: 10/11/07






8









 





CONTRACT FOR TECHNICAL ANALYSIS STRATEGIES




COMMERCIAL TERMS & SUBSCRIPTION FEES



OPTION 1: OUTSOURCED WHITE LABEL MARKET BRIEFS





	 	•	 	Daily US Pre-Opening and Mid-Day Technical Levels and Trading Strategies on 6 Forex
pairs
	 
	 	•	 	Weekly Forex Focus: mid-term trend outlook & key levels update on 6 Forex pairs
	 
	 	•	 	Pre-Opening and Weekly PDF or HTML documents published with your own logo and co-branded
	 
	 	•	 	Mid-Day update is a plain text e-mail with links to relevant graphs
	 
	 	•	 	Delivered to a pre-defined GAIN CAPITAL e-mail address





DISTRIBUTION LICENSE





	 	•	 	License to distribute TRADING Central’s research exclusively to 2,000 private individual
investors identified as GAIN Capital Group LLC customers, excluding GAIN Capital Group LLC
white-label customers.
	 
	 	•	 	License to distribute the Daily and Weekly newsletters to GAIN Capital Group LLC DEMO
customers as part of our 30-Day free trial for “teasing” marketing purposes
	 
	 	•	 	License to display the Weekly newsletters on GAIN Capital Group LLC websites open access
pages for “teasing” marketing purposes





OPTION 2: TECHNICAL ANALYSIS RESEARCH ON FOREX.COM




REAL TIME TECHNICAL LEVELS





	 	•	 	XML feed delivered by FTP account
	 
	 	•	 	Daily coverage on 17 pairs as defined by GAIN CAPITAL pending agreement by TRADING
CENTRAL





TECHNICAL PATTERN ALERTS





	 	•	 	XML feed delivered by FTP account
	 
	 	•	 	Technical Pattern Alerts that display technical signals (buy or sell) when they arise
	 
	 	•	 	Based on TRADING Central’s algorithmic recognition of technical events:
	 
	 	•	 	Updates frequency: daily





JAPANESE CANDLESTICK ALERTS





	 	•	 	XML feed delivered by FTP account
	 
	 	•	 	Japanese Candlestick Alerts that display technical signals (buy or sell) when they arise
	 
	 	•	 	Based on Trading Central’s algorithmic recognition of Japanese candlesticks patterns
	 
	 	•	 	Updates frequency: daily





DISTRIBUTION LICENSE





	 	•	 	License to distribute TRADING Central’s research in the password protected research
pages of GAIN Capital Group LLC websites
	 
	 	•	 	License to distribute TRADING Central’s research exclusively to 2,000 private individual
investors identified as
	 
	 	•	 	FOREX.com customers
	 
	 	•	 	License does not include the rights to integrate research into GAIN CAPITAL GROUP
white-label customers
	 
	 	•	 	License to display two randomly selected analyses per day on GAIN Capital Group LLC
websites open access pages for “teasing” marketing purposes





9









 





SPECIAL INVESTMENT TERMS




OPTION 1 PRICING





	 	•	 	USD 4,000 per month (33% Discount on Standard Pricing)
	 
	 	•	 	Additional Forex pair: USD 500 per month
	 
	 	•	 	Additional 1,000 FOREX.com customers: USD 500 per month
	 
	 	•	 	IT setup and maintenance fees (PDF/HTML design, programming and updating): included
	 
	 	•	 	Contract Length: 1 Year





OPTION 2 PRICING





	 	•	 	Additional USD 2,500 per month (50% Discount on Standard Pricing) on Option 1 package if
exercised within first 4 months of newsletter service
	 
	 	•	 	Additional USD 3,500 per month (30% Discount on Standard Pricing) on Option 1 package if
exercised outside first 4 months of newsletter service
	 
	 	•	 	Additional Forex pair: USD 250 per month
	 
	 	•	 	Additional 2,000 FOREX.com customers: USD 500 per month
	 
	 	•	 	IT setup and maintenance fees (IT support and consultation prior, during and after
integration
	 
	 	•	 	Contract length: 1 Year




Launch Date: 2-4 weeks after contract signature date





10












 





CONTRACT FOR TECHNICAL ANALYSIS STRATEGIES




SUBSCRIBER DETAILS




	 	 	 

	COMPANY NAME: GAIN CAPITAL GROUP (FOREX.COM)
	ADDRESS: 550 HILLS DRIVE, SUITE 210, BEDMINSTER, NJ 07921 USA
	CONTACT NAME: KEN O’BRIEN
	 	TELEPHONE NUMBER: +1.908.212.3930
	EMAIL: kobrien@gaincapital.com
	 	FACSIMILE: +1.908.731.0701
	 
	 	 
	TRADING CENTRAL
	 	 
	YOUR SALES CONTACT
	 	SALES@TRADINGCENTRAL.COM
	TELEPHONE (LONDON)
	 	+44 207 847 4042
	TELEPHONE (PARIS):
	 	+331 55288040
	FACSIMILE:
	 	+331 5528 8049






11









 





ADDENDUM TO CONTRACT SIGNED 10 OCTOBER 2006




UPGRADED FOREX RESEARCH PACKAGE



	 	 	 

	From:

	 	GAIN CAPITAL GROUP (FOREX.COM)
	Address:

	 	550 HILLS DRIVE, SUITE 210, BEDMINSTER, NJ 07921 USA
	Contact name:

	 	KEN O’BRIEN
	Phone:

	 	+1.908.212.3930
	E-Mail:

	 	kobrien@gaincapital.com
	 
	 	 
	To:

	 	TRADING CENTRAL
	Attn:

	 	JULIEN HEIDERSCHEID
	Fax:

	 	1-646-349-2240






As per contract: OPTION 2 TECHNICAL ANALYSIS RESEARCH ON FOREX.COM should be:




OPTION 2 PRICING



- Additional USD 3,500 per month (30% Discount on Standard Pricing) on Option 1 package if
exercised outside first 4 months of newsletter service



- Additional Forex pair: USD 250 per month



- Additional 2,000 FOREX.com customers: USD 500 per month



- IT setup and maintenance fees (IT support and consultation prior, during and after Integration):
Included



- Contract length: 1 Year



- TOTAL UPGRADE INVESTMENT SHOULD BE = USD 8,500 per month




As per our meeting on September 5th 2007 we now offer the following terms:



Services shall be broken down per “customer type” and will be activated one by one during the
coming 3 months (from signature date below) at Gain Capital’s discretion given TRADING CENTRAL two
week notice. Additional charges and/or savings will activate when services are actually launched to
Gain Capital’s customers. Activation dates shall be announced by Gain Capital and agreed by both
parties.



A – “DEMO” customers will have access to:



- 3 pair HTML newsletter (1 daily + 1 weekly) delivered via FTP



- Note 1: this Is a simplified version of the current 6 pair newsletter service



- Note 2 : Gain Capital is taking over emailing service from TRADING CENTRAL



- Note 3: both services (the 6 pair and the 3 pair) may run side by side for a limited time period
(max 1 month) in order for Gain Capital to fade them in and out.




B – “BASIC” customers will have access to:



- 6 pair FOREX FOCUS PDF newsletters (1 dally + 1 weekly)



- Gain Capital to handle emailing service



- Note: this is a new service — template will be similar to HTML template (colors, sponsored by)




C – “FX PLUS” customers will have access to:



- TECHNICAL ANALYSIS RESEARCH ON FOREX.COM



- Increased coverage from 17 pairs to 35 (+ 100 reports per day)



- Note: this is part of Option 2 in the contract




D – “PREMIER” customers will have access to:



- The above TECHNICAL ANALYSIS RESEARCH ON FOREX.COM on 35 pairs



- Plus the Technical Indicator Alerts and Candlesticks Alerts



- Note: this is the full Option 2 in the contract










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ADDENDUM TO CONTRACT SIGNED 10 OCTOBER 2006




UPGRADED PACKAGE INVESTMENT SCHEDULE (prices in USD per month)




	 	 	 	 	 

	A - “DEMO” Services
	 	= Savings	 	= - $2,000





Note: current pricing of $4,000 will apply as long as both services run simultaneously. When the
services switch entirely to the 3 pair version without emalling, the price will drop to $2,000.




	 	 	 	 	 

	B - “BASIC” Services
	 	= Additional charge	 	= $1,000





Note: this is a 50% discount from the stand alone price of $2,000 as long as above A services are
current. Should A services be canceled full price will apply to B services.




	 	 	 	 	 

	C and D — “FX PLUS” and “PREMIER” Services
	 	= Additional charge	 	= $5,000
	 
	 	 	 	 
	TOTAL UPGRADE INVESTMENT
	 	= Additional charge	 	= $4,000






Additional Services included in the upgraded package FREE of charge:





	 	•	 	Increased Web license from 2,000 users to Firm-wide (value of $4,000 per month)
	 
	 	•	 	Additional Forex pairs from 17 to 35 (value of $4,500 per month)
	 
	 	•	 	Daily Web Video commentary on global currency markets (value of $500 per month)
	 
	 	•	 	Training and educational material (value of $500 per month)
	 
	 	•	 	UPGRADED PACKAGE SAVINGS: ($8,500 — $4,000) = $4,500
	 
	 	 	 	Note: these services are free as long as they are delivered in combination with the
above upgraded package. Full pricing would apply should they be purchased
separately






	•	 	TOTAL FOREX RESEARCH INVESTMENT ($4,000 current + $4,000 upgrade) = USD 8,000 per month
once all the above services are launched
	 
	•	 	Contract length: 2 Years
	 
	•	 	Special offer valid until September 30th 2007
	 
	 	 	DATE / NAME / TITLE                                SIGNATURE
	 
	 	 	September 11th 2007
	 
	 	 	Kenneth W. O’Brien
	 
	 	 	VP Strategic Alliances






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