Terra Nova Financial Group, Inc. - Exhibit 10.1






Exhibit 10.1 Amendment To License Agreement




Amendment
  To 

  License Agreement



This Amendment to that certain License Agreement with an Effective Date of 1 February
2008 (the "Agreement") made by and between Townsend Analytics, Ltd, ("Townsend")
and Terra Nova Financial, LLC ("Terra Nova") witnesses that the parties
hereby agree to revise and amend the Agreement as follows: 




	 	1.
      	Term.
      The current Term shall expire on December 31, 2009 and the renewal Term
      shall commence as of January 1, 2010 and shall continue for one (1) year.
      Thereafter, the term of this Agreement shall automatically renew for successive
      one year terms unless: (i) terminated earlier pursuant to the terms set
      forth in this Agreement; or (ii) either party receives written notice from
      the other party of non-renewal at least 50 days prior to the end of the
      then-current term. The initial term and each succeeding term shall be defined
      as "Term" for purposes of this Agreement. 
	 	 	 
	 	2.
      	Change
      in Control. Terra Nova may not assign, delegate or otherwise transfer this
      Agreement or any of its rights or obligations hereunder without the prior
      written consent of Townsend. Further, upon the sale or other conveyance
      of more than 50% of the assets of or ownership interests in Terra Nova (whether
      in a single transaction or in a series of transactions), Townsend shall
      have the right to terminate this Agreement without payment or penalty upon
      not less than sixty (60) days prior written notice to Terra Nova. 
	 	 	 
	 	3.
      	Money
      Laundering Representation. Terra Nova represents and warrants that it has
      established all anti-money laundering and sanctions compliance programs
      that it is required to establish by any applicable anti-money laundering
      and/or sanction law, including, without limitation (i) the Uniting and Strengthening
      America by Providing Appropriate Tools Required to Intercept and Obstruct
      Terrorism Act of 2001 (Public Law 107-56) (the "USA PATRIOT Act")
      and the U.S. Department of the Treasury's Office of Foreign Assets Control
      (GFAC) sanctions); (ii) the rules and regulations thereunder and (iii) any
      related or similar rule, regulations or guidelines, issued, administered
      or enforced by any governmental authority (collectively, the "Money
      Laundering Laws"). Terra Nova further represents and warrants that
      Terra Nova is not in violation of any Money laundering laws and has not
      engaged in or conspired to engage in any transaction that has the purpose
      of evading or avoiding, or has attempted to violate, any Money Laundering
      Laws. Violation of any of the above provisions may result in immediate termination
      of this Agreement. 
	 	 	 
	 	4.	Fees.
      Schedule A attached to the Agreement shall be superseded and replaced by
      that Schedule A attached to this Amendment, effective as of 1 February 2010.
      
	 	 	 
	 	5.	Order
      Destinations. Schedule C attached to the Agreement shall be superseded and
      replaced by that Schedule C attached to this Amendment, effective as of
      1 January 2010. 
	 	 	 
	 	6.	Except
      as revised by the terms of this Amendment, the terms of the Agreement shall
      continue in full force and effect. 
	 	 	 
	 	7.
      	The
      words, phrases and terms used in this Amendment shall have the same meaning
      and definition as when used in the Agreement unless explicitly defined otherwise
      herein. 


 

Dated this 5th day of February, 2010.




	Terra Nova
      Financial, LLC	Townsend
      Analytics, Ltd.
	 	 
	 	 
	/s/
      Raymond P. Burley        	/s/ Stuart
      Breslow             
	Authorized
      Signature	Authorized
      Signature
	 	 
	Raymond
      P. Burley, President	Stuart
      Breslow, Chief Executive Officer 
	Print Name
      and Title	 


 






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