Confidential

                          SOURCE CODE LICENCE AGREEMENT


                                     BETWEEN


                                POWERTRADER INC.

                                       AND

                          FINANCIAL MODELS COMPANY INC.



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


<PAGE>




                                TABLE OF CONTENTS



SECTION 1 -   Definitions....................................................1

SECTION 2 -   Scope of Agreement.............................................2

SECTION 3 -   Effective Date.................................................2

SECTION 4 -   Licence Term and Fees..........................................3

SECTION 5 -   Delivery and Installation......................................3

SECTION 6 -   Warranty.......................................................3

SECTION 7 -   Use of SOFTWARE................................................4

SECTION 8 -   Copies of SOFTWARE.............................................4

SECTION 9 -   Proprietary Rights.............................................4

SECTION 10 - Confidentiality.................................................5

SECTION 11 - Representations.................................................5

SECTION 12 - Indemnification.................................................5

SECTION 13 - Limited Liability...............................................6

SECTION 14 - Duties and Taxes................................................6

SECTION 15 - Ownership of Modifications......................................6

SECTION 16 - Excusable Delay.................................................7

SECTION 17 - Assignment......................................................7

SECTION 18 - Termination.....................................................7

SECTION 19 - Effect of Termination...........................................7

SECTION 20 - Notices.........................................................8

SECTION 21 - Dispute Resolution..............................................8

SECTION 22 - Additional Licences and/or Upgrades.............................8

SECTION 23 - General.........................................................9

SCHEDULE A..................................................................11

THIRD PARTY SOFTWARE AND HARDWARE...........................................11

ADDENDUM....................................................................12


<PAGE>


                          SOURCE CODE LICENCE AGREEMENT

         THIS AGREEMENT made in duplicate this 11th day of August, 1998

BETWEEN:

                           POWERTRADER INC., a company
              incorporated under the laws of the State of Delaware,
                     having an office in British Columbia at
                             591-985 Dunsmuir Street
                                 Vancouver, B.C.
                           (hereinafter called "PTI")

                                     - and -

                        FINANCIAL MODELS COMPANY INC., a
                   company incorporated under the laws of the
               Province of Ontario, having an office in Ontario at
                    2355 Skymark Avenue, Mississauga, Ontario
                           (hereinafter called "FMC")

WHEREAS  PTI has  developed  and owns  certain  computer  application  programs,
associated  information processing  technology,  databases,  procedures and data
files, collectively called "SYSTEMS"; and

WHEREAS  FMC  wishes to acquire  and PTI wishes to provide to FMC a source  code
Licence  to use  one or  more  individual  components  of  SYSTEMS  (hereinafter
"SOFTWARE"); and

WHEREAS the parties wish to set out the terms and  conditions  pursuant to which
FMC shall acquire and PTI and shall supply SOFTWARE;

NOW  THEREFORE  WITNESSETH  that in  consideration  of the mutual  covenants and
promises hereinafter  contained,  and for good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as follows:

                            SECTION 1 - Definitions


In this  Agreement,  unless the context demands  otherwise,  the following terms
shall be as defined below:

1.01     "Addendum"  means  any  duly  executed   Addendum  to  this  Agreement,
         evidencing  the agreement of the parties to provide for the granting of
         specific  licenses for specific  components of SOFTWARE to specifically
         identified Licensed Entities of FMC.

1.02     "Agreement"  means this  Source  Code  Licence  Agreement  and,  as the
         context may require, any Schedule or Addendum attached hereto.

1.03     "Computer  Equipment"  means all computer  devices and other components
         situated  at  the  Installation  Address  on  which  SOFTWARE  will  be
         installed, operated and maintained.

1.04     "Derivative   Work"  means  a  work  that  is  based  on  one  or  more
         pre-existing  works,  such  as a  revision,  enhancement  modification,
         translation, abridgement, condensation, expansion, or any other form in
         which such pre-existing works may be recast,  transformed,  or adapted,
         and  that,  if  prepared  without  authorization  of the  owner  of the
         copyright  in such  pre-existing  work,  would  constitute  a copyright
         infringement. For purposes hereof, a Derivative Work shall also include
         any compilation  that  incorporates  all or part of such a pre-existing
         work.

1.05     "Documentation"  means. as used herein, user  documentation,  operating
         instructions  and  any  other  documentation,   including  the  on-line
         operating instructions, supplied by PTI in or by any medium whatsoever.

1.06     "Intellectual  Property  Rights" means all industrial and  intellectual
         property   rights,   including,   without   limitation,   all  patents,
         trademarks,  trade names, registered designs, design rights, copyrights
         and future  copyrights in respect of all inventions,  drawings,  plans,
         specifications,  designs and  computer  software  and  hardware and all
         know-how and confidential processes, methods and information.

1.07     "Licence"  means  a  Licence  granted  pursuant  to the  terms  of this
         Agreement  and any Addendum  hereto,  permitting  FMC to use the Source
         Code for SOFTWARE,  with or without limitation,  as may be specified in
         this Agreement and any Addendum hereto.

1.08     "Object Code" means the proprietary computer program code for SOFTWARE,
         in  machine-readable  form,  recorded,  displayed or transmitted in any
         form,  including,  but not limited to,  electronic,  paper and optical.
         Without limiting the generality of the foregoing,  Object Code includes
         associated data and other files and database structures.

1.09     "SOFTWARE"  means each and every  component of SYSTEMS for which one or
         more  Licence  has been  provided  to FMC by PTI  pursuant  to,  and as
         specifically identified in, any duly executed Addendum attached hereto,
         including  all  specifications,   manuals,   Documentation,   drawings,
         proprietary  computer  programming code, and all associated  databases,
         but excluding all third party software required by FMC.

1.10     "Source  Code"  means the  computer  programs  written  in  programming
         languages,  including  all  comments  and  procedural  code such as job
         control language (JCL)  statements,  in a form  intelligible to trained
         programmers  and  capable  of being  translated  into  Object  Code for
         operation on computer  equipment  through  assembly or  compiling,  and
         accompanied  by  documentation,   including  flow  charts,  schematics,
         statements of principles of  operations,  and  architecture  standards,
         describing the data flows,  data  structures,  and control logic of the
         computer  program in sufficient  detail to enable a trained  programmer
         through  study of such  documentation  to  maintain  and/or  modify the
         computer program without undue experimentation.

1.11     "Third-Party   Systems"  means  computer   programs  other  than  PTI's
         proprietary  software,  and for  which  FMC  must  obtain  third  party
         licenses to ensure the proper  operation and  performance  of SOFTWARE,
         all as more particularly identified in each Addendum hereto.

                         SECTION 2 - Scope of Agreement

2.01     PTI agrees to provide and FMC agrees to acquire  SOFTWARE  described in
         any  Addendum  referencing  this  Agreement.  Each  Addendum  shall  be
         automatically deemed to include all of the terms and provisions of this
         Agreement, unless otherwise agreed in writing.

2.02     In the event of a conflict  between the  provisions  of an Addendum and
         the provisions of this  Agreement,  the  conflicting  provisions of the
         Addendum  shall  control  and  take  precedence  over  the  conflicting
         provision of this Agreement,  but only for the purpose of such specific
         Addendum.  Except for such conflicting  provisions of the Addendum, the
         terms and  conditions of this  Agreement  shall not be deemed  amended,
         waived or released.

                           SECTION 3 - Effective Date

3.01     This  Agreement is effective from the date first above written and each
         Addendum shall be effective from the date on which it has been executed
         by both parties, or as otherwise stated in the Addendum.

                       SECTION 4 - Licence Term and Fees

4.01     PTI grants to FMC a  non-exclusive,  perpetual  Source  Code and Object
         Code Licence for use of SOFTWARE specified in each Addendum.

         (b)   FMC shall pay to PTI the Licence fees  specified in each Addendum
               as per the payment terms contained in the Addendum hereto.

                     SECTION 5 - Delivery and Installation

5.01     PTI shall  deliver to FMC a full and complete set, for the most current
         version of the SOFTWARE, of Source Code on computer magnetic media; all
         necessary  and  available  information,   proprietary  information  and
         technical  documentation  that shall  enable  FMC to  create,  maintain
         and/or  enhance  the  SOFTWARE  without the aid of PTI and/or any other
         person or reference  to any other  materials;  maintenance  tools (test
         programs  and  program  specifications);   proprietary  or  third-party
         systems utilities (compiler and assembler descriptions); description of
         the  system/program  generation;  and  descriptions  and  locations  of
         programs now owned by PTI, but required for use and/or support.

5.02     PTI shall  provide the services of a suitably  qualified  person on its
         staff for one (1) day for the purpose of instructing suitably qualified
         personnel on FMC's staff on the installation and operation of SOFTWARE.

5.03     FMC shall obtain all  required  licenses  for Third Party  Systems,  as
         specified in each Addendum  hereto,  and shall be  responsible  to have
         such Computer  Equipment as required,  complete and  operable,  for the
         proper installation and maintenance of SOFTWARE.

5.04     If requested by FMC, PTI shall  configure  SOFTWARE for use by FMC. PTI
         assumes no liability for: (i) operation of SOFTWARE on FMC's Equipment,
         including any degradation in system response times;  and/or (ii) damage
         to FMC  Equipment,  unless such damage was caused by the  negligence or
         wilful misconduct of PTI.

                              SECTION 6 - Warranty

6.01     SOFTWARE  shall  be  deemed  to have  been  accepted  by FMC  upon  the
         completion  of the  Delivery  of  SOFTWARE,  as  provided  in Section 5
         hereof.

6.02     Year 2000  Warranty.  PTI represents and warrants that SOFTWARE is Year
         2000 Ready. The phrase "Year 2000 Ready" refers to the ability of PTI's
         software products to:

         (a)   Accurately  handle  date  information  before,  during  and after
               January 1, 2000,  accept date  input,  provide  date  outputs and
               perform calculations based on dates or portions of dates;

         (b)   Function according to the Documentation, before, during and after
               January 1, 2000 without  changes in operation  resulting from the
               advent of the new  century,  assuming  the user's  equipment  and
               non-PTI products arc configured properly; and

         (c)   Manage the leap year  occurring  in the Year 2000  following  the
               quad-centennial rule.

6.03     During the thirty  (30) days  following  Delivery,  as may be  extended
         pursuant to this Section  ("Warranty  Period"),  FMC shall establish to
         FMC's  satisfaction  that  SOFTWARE  operates  in  accordance  with the
         Documentation.  Defects,  if any,  discovered by FMC during such period
         will be  reported  to PTI as they  occur  and PTI will  use  reasonable
         efforts to correct  such  defects as same become  known,  at no cost to
         FMC.

                          SECTION 7 - Use of SOFTWARE

7.01     FMC may use the Source Code pursuant to the Licence  granted herein to,
         without limitation, prepare Derivative Works and to assemble or compile
         additional copies of SOFTWARE,  including Derivative Works so prepared,
         in Object Code form for FMC's own and  exclusively  own use.  FMC shall
         not be entitled to re-sell, re-Licence or redistribute SOFTWARE, or any
         part thereof,  in any manner or form. For greater  certainty,  no third
         party or entity other than FMC and its affiliates and  subsidiaries may
         make use of, or obtain access to, SOFTWARE  without a separate  Licence
         for SOFTWARE.

7.02     Notwithstanding the foregoing, FMC, its affiliates and subsidiaries may
         distribute  output  generated  by use of SOFTWARE  to their  respective
         clients, by physical, electronic and/or optical means.

                         SECTION 8 - Copies of SOFTWARE

8.01     FMC may copy and distribute  internally  (including to subsidiaries and
         affiliates) the SOFTWARE and any Derivative Work therefrom, and related
         documentation,  in support of FMC's use of the Source  Code as provided
         for in this  Licence  Agreement.  FMC agrees to include all  copyright,
         trademark  and  other  proprietary  notices  of PTI in each copy of the
         SOFTWARE, as such notices appear in the version provided to FMC by PTI.

8.02     FMC agrees to maintain records of the number and location of all copies
         of SOFTWARE made,  and shall advise PTI, upon request,  of the location
         of such copies.  PTI reserves the right to have such records audited by
         a  professional  independent  third party during FMC's normal  business
         hours at PTI's expense,  and upon  satisfactory  arrangements with FMC,
         including  execution by such auditor of FMC's standard  confidentiality
         undertaking.

8.03     FMC  shall  ensure  that  no copy of the  Object  Code or any  material
         element of  intellectual  property  embedded  in the  SOFTWARE  is made
         available  to any  unauthorised  person,  and FMC agrees to employ such
         measures in this regard as FMC employs to ensure the  protection of its
         most valued trade secrets.

8.04     PTI,   in  its   discretion,   reserves   the  right  to  require   all
         non-production  copies of  SOFTWARE to be  validated  by PTI and/or may
         limit the period of time during which any such  non-production  copy is
         functional. If PTI elects to exercise such right, it will advise FMC in
         writing  of the  procedure  and  methods  to be used to  validate  such
         copies. Validation shall be at the expense of PTI.

8.05     All copies of SOFTWARE  shall be subject to the terms and conditions of
         this Agreement, and any Addendum applicable thereto, including, but not
         limited to the provisions of Sections 7, 8, 9 and 10 hereof.

                         SECTION 9 - Proprietary Rights

9.01     FMC acknowledges  and agrees that all programs,  procedures and methods
         of computation  included in SOFTWARE and associated  Documentation  are
         valuable  trade  secrets  and the  proprietary  property  of  PTI.  PTI
         reserves all rights and privileges in connection  therewith,  except as
         granted to FMC pursuant to this  Agreement  and any  specific  Addendum
         hereto.

9.02     FMC acknowledges that any default in its obligations under this Section
         9 or Section 10 hereof may cause  irreparable harm to PTI. In the event
         of any action taken or  threatened  by FMC, its agents or  consultants,
         which may result in disclosure  or transfer of SOFTWARE,  or any aspect
         thereof,  other than as authorised  pursuant to this Agreement,  or the
         use of any trademark, trade name, service mark, service name, copyright
         or patent of PTI by FMC, or any third party or agent  claiming  through
         PTI, and infringing  PTI's rights therein,  PTI shall have the right to
         take such action as it deems necessary to protect its rights hereunder,
         including,  in addition  to any  damages to which PTI may be  entitled,
         whatever  injunctive or other  equitable  relief is permitted by law in
         any applicable jurisdiction.

                          SECTION 10 - Confidentiality

10.01    Neither PTI nor FMC shall furnish,  nor permit to be furnished,  to any
         unauthorised person or corporation any information  regarding SOFTWARE,
         the   Documentation,   the   business,   affairs,   computer   systems,
         installations   and/or  clients  of  the  other  party   ("Confidential
         Information") to the extent that such  information  might be reasonably
         expected to compromise the confidentiality rights of either party.

10.02    Each party shall take such steps as necessary to ensure compliance with
         this Section 10 by its employees  and agents.  Each party hereby agrees
         to indemnify the other against all direct losses and expenses  incurred
         by the  other  party as a result  of any  breach  of the  terms of this
         Section 10.

10.03    FMC agrees to maintain in  confidence  the Source Code for the SOFTWARE
         by using at least the same physical and other security  measures as FMC
         uses  to  protect  its  own  confidential   technical  information  and
         documentation.

10.04    Notwithstanding  the  foregoing,   no  party  shall  be  bound  by  the
         provisions of this Section 10 with respect to information  which (i) is
         required to be disclosed  pursuant to court or regulatory  order,  (ii)
         was already in the possession of either party prior to the commencement
         of  negotiations   leading  to  this   Agreement,   without  breach  of
         confidentiality;  (iii) is learned by either  party from a third  party
         not under a duty of  confidentiality  to the other party; or (iv) is or
         becomes in the public domain other than as a result of a breach of this
         Section 10.

10.05    No party shall use the  name(s),  trademark(s),  tradename(s),  service
         names or service marks,  whether  registered or not, of the other party
         in publicity releases or advertising, or in any other manner, including
         customer lists, without the prior written consent of the other party or
         as provided for in this Licence Agreement.

10.06    The  obligations  of each party under this Section 10 shall survive the
         termination  of this  Agreement,  and any  Addendum  hereto,  howsoever
         caused.

                          SECTION 11 - Representations

11.01    For the  Licence  granted  pursuant  hereto,  PTI  warrants  that:  (i)
         SOFTWARE  will  perform at the time of  Delivery  as  described  in the
         Documentation;  (ii) each will use  reasonable  efforts to ensure  that
         SOFTWARE  is free of any  viruses,  time bombs,  keys,  traps or access
         codes,  except for such keys and access codes as may be incorporated by
         PTI to ensure compliance with the terms of each License,  as documented
         in the  operational  procedures  and  Documentation,  as such terms are
         normally  defined  within  the  computer  industry;  (iii) PTI owns the
         SOFTWARE,  including all associated  intellectual  property  rights and
         have full power and right to grant the Licence  herein;  (iv) FMC's use
         and  possession  of SOFTWARE  and  Documentation  will not infringe the
         intellectual  property  rights  of any  third  party;  (v) PTI will use
         reasonable  skill and care in performing their  obligations  under this
         Agreement.

                          SECTION 12 - Indemnification

12.01    PTI shall  indemnify and hold harmless  FMC, its  directors,  officers,
         employees  and agents  from and  against  any and all costs,  expenses,
         damages and  judgements or settlements  entered  against any of them in
         any  action  or claim by  third  parties  alleging  that  FMC's  use of
         SOFTWARE,  the  Documentation  or any part of the above,  including the
         Source Code provided by hereunder,  is an  infringement or violation of
         the  Intellectual  Property  Rights of any third  party,  provided  FMC
         promptly  notifies  PTI in  writing  of any  claim,  and  allows PTI to
         control, and co-operates with PTI in the conduct of any related defense
         or  settlement  negotiations.  PTI's  obligations  hereunder  shall  be
         limited to the reimbursement to, or indemnification  of, FMC for direct
         losses or  damages  imposed  upon FMC as a direct  consequence  of such
         infringement and PTI shall have any obligations for any indirect losses
         incurred  by FMC as a result  of the  discontinuance  of  SOFTWARE,  or
         modifications  to the  Source  Code made by FMC,  other  than as may be
         provided herein.

12.02    PTI may,  at its  option,  secure for FMC the right to  continue to use
         SOFTWARE  free from claim of  infringement  at a cost not to exceed the
         Licence fees  received by PTI under this  Agreement,  modify or replace
         SOFTWARE  free from  infringement  or  replace  SOFTWARE  with  equally
         suitable software satisfactory to FMC.

12.03    PTI shall have no obligation for any claim based on a modified  version
         of SOFTWARE or Source Code, or their combination, operation or use with
         any  product,  data or apparatus  not provided by PTI.  THIS SECTION 12
         STATES  PTI'S  ENTIRE  OBLIGATION  TO FMC WITH  RESPECT TO ANY CLAIM OF
         INFRINGEMENT.

                         SECTION 13 - Limited Liability

13.01    Save and except for  damages,  losses or costs  arising  from the gross
         negligence or wilful  misconduct of PTI, or pursuant to the  provisions
         of Section 12 hereof, PTI's liability to FMC for damages, costs, losses
         or  expenses  relating  to Source  Code or  SOFTWARE  and any  services
         rendered  pursuant to this Agreement,  in contract,  tort or otherwise,
         shall not exceed Three Hundred Fifty ($350,000) Canadian Dollars. In no
         event  shall PTI be liable  for  indirect  damages,  including  loss of
         revenue or profits,  even if PTI has been advised of the possibility of
         such  damages,  nor shall PTI be liable for any acts or conduct of FMC,
         its  employees,  agents or servants or the acts or conduct of any other
         person  arising  in any way from or in  connection  with  the  Licenses
         granted pursuant to any Addendum hereto. Notwithstanding the foregoing,
         PTI shall be liable for personal injury,  death or loss or other damage
         to property arising out of the negligence or wilful  misconduct of PTI,
         its officers, employees, and agents, without limitation as to remedy.

13.02    THE  OBLIGATION  OF PTI AND THE RIGHTS AND REMEDIES OF FMC SET FORTH IN
         THIS  AGREEMENT  ARE  EXCLUSIVE  AND  IN  SUBSTITUTION  FOR  ALL  OTHER
         WARRANTIES,  OBLIGATIONS AND LIABILITIES OF PTI, AND RIGHTS, CLAIMS AND
         REMEDIES OF FMC  AGAINST  PTI,  EXPRESS OR  IMPLIED,  ARISING BY LAW OR
         OTHERWISE,  WITH  RESPECT TO SOFTWARE OR ANY OTHER  SERVICES  PERFORMED
         HEREUNDER,  INCLUDING,  BUT NOT  LIMITED  TO, ANY  IMPLIED  WARRANTY OF
         MERCHANTABILITY  OR  FITNESS  FOR A  PARTICULAR  PURPOSE,  ANY  IMPLIED
         WARRANTY  ARISING  FROM COURSE OF  PERFORMANCE,  COURSE OF DEALING,  OR
         USAGE OR TRADE, AND ANY OBLIGATION,  LIABILITY,  RIGHT, CLAIM OR REMEDY
         FOR ANY TORT,  OR ANY ACTUAL OR ALLEGED  INFRINGEMENT  OF  INTELLECTUAL
         PROPERTY RIGHTS OF THIRD PARTIES, OR FOR ANY OTHER INDIRECT, INCIDENTAL
         OR CONSEQUENTIAL DAMAGE.

                         SECTION 14 - Duties and Taxes

14.01    All amounts  payable by FMC under this  Agreement  are exclusive of any
         and all taxes payable  according to existing or future  legislation  in
         conjunction  with the use of or the  purchase of services  and goods by
         FMC. FMC agrees to pay any and all such taxes promptly to PTI if PTI is
         required  by law to  collect  same  and to save PTI  harmless  from all
         claims  for such  taxes,  save and except  for taxes  payable  upon the
         income or capital of PTI.

                    SECTION 15 - Ownership of Modifications

15.01    FMC shall own all right,  title and interest  (including all associated
         intellectual  property  rights) in and to the  SOFTWARE and Source Code
         arising,   without   limitation,   from  enhancements,   modifications,
         improvements, derivations, or other changes made to the Source Code and
         SOFTWARE by FMC (alone or with  others) and relating to the Source Code
         and SOFTWARE  provided by PTI. Any work resulting from the joint effort
         or  collaboration  of  the  parties,   unless  otherwise  agreed  on  a
         case-by-case  basis,  shall be jointly  owned by the  parties,  free of
         restriction.  PTI agrees to take such further action,  and to obtain or
         sign such further agreements or acknowledgements, as FMC may reasonably
         request to give effect to this section.

                          SECTION 16 - Excusable Delay

16.01    In the  event  that  either  party  is  unable  to  perform  any of its
         obligations  under  this  Agreement  or to  enjoy  any of its  benefits
         because of natural disaster, actions or decrees of governmental bodies,
         strikes,  lockouts,  riots, acts of war,  communication  line failures,
         power   failures,   fires  or  such  like   events  or   circumstances,
         (collectively herein referred to as "Force Majeure"), the party who has
         been so affected  shall promptly give written notice to the other party
         and shall do everything possible to resume performance. Upon receipt of
         such notice,  all obligations under this Agreement shall be immediately
         suspended. If the period of nonperformance exceeds sixty (60) days from
         the  receipt  of notice of the Force  Majeure  event,  the party  whose
         ability to perform  has not been so  affected  may,  by giving  written
         notice, terminate this Agreement within the next thirty (30) days.

                            SECTION 17 - Assignment

17.01    Except as  provided  herein,  neither  this  Agreement  nor any Licence
         granted  pursuant to an Addendum  hereto,  may be assigned or otherwise
         transferred  by PTI or FMC  without  the prior  written  consent of the
         other  party,  which  consent  shall not be  unreasonably  withheld  or
         delayed.

17.02    Notwithstanding  the foregoing,  FMC may (i) assign to any affiliate or
         subsidiary  without  consent,   (ii)  reconstitute  or  merge  Licensed
         Entities with another division or group within FMC, or (iii) assign any
         Licence  for use by any  successor  entity  within FMC  performing  the
         functions  performed by the Licensed Entity;  provided that in no event
         any such  assignment  extends  the scope of any  Licence  granted to an
         entity for which a separate  Licence  would have been required save for
         this  assignment.  FMC shall advise PTI promptly of such  assignment in
         writing, prior to the assignment, reconstitution or merger.

17.03    Either  PTI or FMC may,  by notice in  writing,  assign  its rights and
         obligations  to a  company  controlled  by PTI or FMC,  or to a company
         which  controls PTI or FMC,  without  consent,  provided that following
         such assignment,  PTI shall remain liable to FMC for the performance of
         PTI's obligations hereunder.

                            SECTION 18 - Termination

18.01    Without  prejudice to any other rights pursuant to this  Agreement,  or
         any Addendum hereto, either party may terminate this Agreement,  and/or
         any Addendum hereto,  by notice in writing,  upon the occurrence of the
         following:

         (a)   by PTI  upon  the  failure  of FMC to pay any  amount  due to PTI
               hereunder,  which is not the  subject  of a good  faith  dispute,
               provided that such amount  remains  outstanding  thirty (30) days
               after PTI's notice to FMC that payment is required;

18.02    No right or remedy conferred upon or reserved to either party hereunder
         shall be exclusive of any other right or remedy, but instead all rights
         and remedies  shall be cumulative and shall be in addition to all other
         rights and remedies of either party at law or in equity,  including the
         right to proceed by  appropriate  action at law or in equity to recover
         damages for breach of this  Agreement,  or any Addendum  hereto,  or to
         enforce performance.

                       SECTION 19 - Effect of Termination

19.01    Upon the  termination of this  Agreement,  and/or any Addendum  hereto,
         howsoever   caused,   FMC  shall   cease  all  use  of   SOFTWARE   and
         Documentation,   immediately   return  all  copies  of   SOFTWARE   and
         Documentation   and  all  other  PTI  proprietary  items  then  in  the
         possession of FMC, or any of its affiliates, and shall promptly certify
         to FMC that it has fulfilled all its  obligations  hereunder.  FMC will
         remain  liable to PTI for all  payments  due or  accrued to the date of
         termination.

19.02    Upon  termination  of  this  Agreement,  and/or  any  Addendum  hereto,
         howsoever caused,  PTI shall  immediately  return to FMC, or destroy as
         directed by FMC, all papers,  materials  and other  property of FMC and
         FMC's clients in PTI's possession, and shall execute and deliver to FMC
         a release of FMC from all future  maintenance  obligations  pursuant to
         the appropriate Addendum(s) hereto and shall promptly certify by notice
         to FMC it has fulfilled its obligations under this Section.

                              SECTION 20 - Notices

20.01    All notices  required  or  permitted  to be given under this  Agreement
         shall be in writing and delivered (a) by hand,  (b) by certified  mail,
         postage  prepaid,  return  receipt  requested,  (c)  reputable  courier
         service,  or (d) by  facsimile,  provided that the original is promptly
         transmitted by one of the foregoing methods,  properly addressed as set
         forth below:

         To FMC:     2355 Skyrnark Avenue
                     Mississauga, Ontario L4W 4Y6
                     Attention: President
                     Facsimile Number: (905) 629-0022

         To PTI:     591-885 Dunsmuir Street
                     Vancouver, B.C.
                     Attention:
                     Facsimile Number:

         or to such other  address for which  notice has been given by the other
         party in the  manner  set  forth  above.  All  notices  shall be deemed
         received,  if delivered by hand, on the date of delivery if mailed,  on
         the date of receipt  appearing on the return  receipt  card; if sent by
         courier,  on the date  recorded by the  courier  company as having been
         received by the  addressee,  or, if sent by  facsimile,  on the date of
         receipt by the facsimile  machine when it reports that the transmission
         is complete.

                        SECTION 21 - Dispute Resolution

21.01    Both parties  recognize the practical  advantage of resolving  disputes
         before they reach the litigation stage. Accordingly,  each party agrees
         in the instance of a dispute pursuant to this Agreement or any Addendum
         hereto,  to refer such dispute for  resolution  to the President of FMC
         and the of PTI.  If such  parties  are unable to resolve  such  dispute
         within ten (10) days,  such dispute will be referred to the Chairman of
         FMC and the of PTI.  If such  parties are unable to resolve the dispute
         within ten (10) days,  then the parties  will be free to  commence  any
         available  legal  and/or  equitable  remedies.  The  operation  of this
         Section  21 shall  not  prejudice  either  party's  rights  to  proceed
         immediately  pursuant to any other  provision of this  Agreement or any
         Addendum hereto.

                SECTION 22 - Additional Licences and/or Upgrades

22.01    The Class of a Licence  granted  under any  Addendum to this  Agreement
         designates  the  scope  of use of that  Licence  by FMC in terms of the
         maximum number of the  appropriate  characteristic  of use, such as the
         maximum number of concurrent users, the maximum number of portfolios or
         portfolio  positions  and such,  as such is defined in each  applicable
         price  schedule  issued from time to time by PTI for SOFTWARE.  FMC may
         determine the then-current Licence fees applicable to different Classes
         of SOFTWARE from PTI upon request.

22.02    Licenses  for  additional  installations  of  the  same  components  of
         SOFTWARE  for the  same  or  affiliated  entities  are  available  at a
         discount which is extended to FMC in consideration of the waiver of the
         Warranty Period for the second and any additional licenses for SOFTWARE
         granted to FMC or entities affiliated with FMC. The discount applies to
         Licence  fees only and is equal to 20% of the price of the lowest Class
         Licence granted or to be granted to any Licensed Entity, or to any of a
         number of affiliated Entities, as the case may be.

22.03    FMC may  elect to  upgrade  the  Class of any  Licence  granted  to FMC
         ("Previous  License")  upon payment of additional  Licence  fees.  Such
         upgrade shall become  effective upon the payment of fees, the surrender
         to PTI of the Previous  Licence for  cancellation  and its  replacement
         with a Licence of the new Class. The amount of additional fees is equal
         to the difference  between the current Licence fee for the higher Class
         and the current Licence fee for the Previous License;  once the upgrade
         is effective,  Annual  Maintenance  Fees will be adjusted to the amount
         applicable for the higher Class License.

                              SECTION 23 - General

23.01    Time of the Essence. Time is of the essence of this Agreement.

23.02    Headings.  The  headings of each  Section  have been chosen for ease of
         reference  only  and  shall  not  affect  the  interpretation  of  this
         Agreement.

23.03    General.  Neither this Agreement,  nor any Addendum  hereto,  limits or
         restrains  PTI's rights to Licence  SOFTWARE or any part thereof to any
         third party.

23.04    Jurisdiction.  This  Agreement  shall  be  governed  by the laws of the
         Province of Ontario,  without regard to its conflict of law principles.
         Both parties hereby consent to the  non-exclusive  jurisdiction  of the
         courts of Ontario in connection  with any action or proceeding  arising
         out of or relating to this Agreement.

23.05    Use of Name.  Neither  party  shall use the name of the  other,  or any
         subsidiary or affiliate  thereof,  in any  advertising  or  promotional
         materials without the prior written consent of the party whose name the
         other party desires to furnish or use.

23.06    Severability.  Should any term of this  Agreement  be declared  void or
         unenforceable  by any court of competent  jurisdiction,  the  remaining
         terms and  provisions of this  Agreement  shall be  unimpaired  and the
         invalid  term or  provision  shall be  replaced  by such  valid term or
         provision as comes closest to the intention underlying the invalid term
         or provision.

23.07    Amendments.  No amendment,  modification,  termination or waiver of any
         provision of this Agreement, or any Addendum hereto, nor consent to any
         departure therefrom, shall in any event be effective unless the same be
         in writing and signed by both parties,  and then such waiver or consent
         shall be effective  only in the specific  instance and for the specific
         purpose for which given.

23.08    Survivability.  The  provisions  of  Sections  9,  10,  12 and 13 shall
         survive  the  expiration  or  termination,  howsoever  caused,  of this
         Agreement or any Addendum(s) hereto.

23.09    Addenda and Schedule. The Addenda and Schedule referred to herein shall
         be deemed to be incorporated in and made part of this Agreement.

23.10    Language.  This  Agreement  is written in the  English  language at the
         express request of both parties.  La presente convention est redigee en
         anglais a la demande expresse des parties.

23.11    Entire Agreement.  This Agreement contains the entire understanding and
         agreement  between  the  parties  with  respect to the  subject  matter
         hereof.   All  prior   agreements,   understandings,   representations,
         statements,  promises, inducements,  negotiations and undertakings, and
         any and all existing contracts  previously executed between the parties
         with respect to the said subject matter are superseded hereby.


<PAGE>


IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
by their respective duly authorised representatives as of the day and year first
above written ("Effective Date").

                              AGREED AND ACCEPTED:


FINANCIAL MODELS COMPANY INC.           POWERTRADER INC.


NAME:                                   NAME:  Mike Withrow
       ------------------------------          ---------------------------------

TITLE:                                  TITLE: CEO
        -----------------------------          ---------------------------------

DATE:                                   DATE:  OCT. 15TH, 1998
       ------------------------------          ---------------------------------

SIGNATURE:                              SIGNATURE:  /s/ Mike Withrow
            -------------------------              -----------------------------


<PAGE>


                                   SCHEDULE A

                        THIRD PARTY SOFTWARE AND HARDWARE

The operation of SOFTWARE  requires  that FMC has available or acquires  certain
computer  systems  ("Third-Party  Systems"),  including  licenses  for  software
provided by third  parties  and  computer  equipment  on which  SOFTWARE  may be
installed. Such Third-Party Systems must be obtained by FMC independently of the
acquisition of Licenses for SOFTWARE and must be available at each  Installation
Address  where  SOFTWARE  is to be  implemented  prior  to the  installation  of
SOFTWARE.

A list of  Third-Party  Systems  required by SOFTWARE will be supplied to FMC by
PTI upon request,  taking into account the scope of the proposed  implementation
and other special conditions pertaining to FMC's intended operation of SOFTWARE,
as such are made known to PTI, in conjunction  with the  acquisition of specific
licenses  pursuant to any  Addendum.  PTI reserves the right to specify  minimum
acceptable  configurations of Third-Party Systems, as such may be necessary from
time to time. Such  configurations are subject to change without advance notice,
and PTI may refuse to provide support services for configurations,  which do not
meet PTI's minimum requirements.

FMC  acknowledges  and agrees that  subsequent  versions of SOFTWARE may require
additional  computer  capacity to accommodate  increases in  functionality,  and
therefore  PTI shall not have any  liability in  connection  with the support of
SOFTWARE  on  computers  which  do not meet the  minimum  configuration  for the
intended use by FMC, as such may be recommended by PTI from time to time.

In certain  cases PTI, if  requested by FMC, may obtain  and/or  configure  such
Third-Party  Systems on FMC's behalf,  subject to prior written  agreement  with
FMC.

Support and maintenance for all Third-Party  Systems is available under separate
terms from  vendors of such  software  and PTI shall have no  responsibility  to
support and maintain such Third-Party Systems,  regardless of any involvement in
the acquisition or configuration of such systems.


<PAGE>

                                    ADDENDUM

THIS ADDENDUM,  effective the 11th of October,  1998, to the Source Code Licence
Agreement dated August 11, 1998.

BETWEEN:

                          FINANCIAL MODELS COMPANY INC.
                          whose principal office is at
                               2355 Skymark Avenue
                              Mississauga, Ontario
                                     L4W 4Y6
                           (hereinafter called "FMC")

                                     - and -

                                POWERTRADER INC.
                             591-885 Dunsmuir Street
                                 Vancouver, B.C.
                           (hereinafter called "PTI")

In  consideration  of the covenants and agreements  contained in the Source Code
Licence Agreement  between the parties and in this Addendum,  and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the parties hereto agree as follows:

1.       "Installation  Address"  means the  offices of the  Licensed  Entity at
         which  SOFTWARE  is  installed,  as  more  particularly  identified  in
         Appendix A hereto.

2.       "Licensed  Entity" means the division,  subsidiary or business group of
         FMC as specifically  identified in Appendix A hereto,  and, for greater
         certainty, no other such division. subsidiary or business group.

3.       "SOFTWARE"  means the  specific set of  components  of SYSTEM in Object
         Code and  Source  Code,  for  which a  Licence  has been  granted  to a
         Licensed Entity, as more particularly identified in Appendix A hereto.

4.       Scope of this Addendum: This Addendum includes the terms and conditions
         of the Source Code Licence  Agreement,  as may be amended  hereby,  and
         none of the terms and  conditions of any other  Addendum  apply to this
         Addendum,  unless  specifically  otherwise  agreed to in writing by the
         parties.

5.       Grant of  License:  Subject to, and upon  payment of the  Licence  fees
         specified   in  Appendix  A  hereto,   PTI  hereby   grants  to  FMC  a
         non-transferable, non-exclusive Object Code and Source Code Licence for
         use of  SOFTWARE  by  the  Licensed  Entity  or  Entities  specifically
         identified in Appendix A and for no other Entity,  at the  Installation
         Address, subject to the terms and conditions of the Source Code Licence
         Agreement and this Addendum.

6.       Implementation:  FMC agrees to pay PTI for all  professional  fees.  in
         accordance  with the Rates,  together with all approved and  reasonable
         travel and living expenses  incurred by PTI, for the  implementation of
         FMC's data, procedures and operations using SOFTWARE.

7.       Delivery,   Installation  and  Warranty:  Delivery,   Installation  and
         Warranty of SOFTWARE  shall be in  accordance  with the  provisions  of
         Sections 5 and 6 of the Source Code Licence Agreement.

The parties hereto  acknowledge they have read this Addendum and the Source Code
Licence Agreement, understand them and agree to be bound by the terms thereof.

IN WITNESS  WHEREOF,  the parties  have  caused this  Addendum to be executed by
their  respective duly authorised  representatives  as of the day and year first
above written ("Effective Date of Addendum").

                              AGREED AND ACCEPTED:

FINANCIAL MODELS COMPANY INC.           POWERTRADER INC.

NAME:                                   NAME:  Mike Withrow
      ------------------------------          ----------------------------------

TITLE:                                  TITLE:  CEO
        ----------------------------          ----------------------------------

DATE:                                   DATE:  Oct 15th
       -----------------------------         -----------------------------------

SIGNATURE:                              SIGNATURE:  /s/ Mike Withrow
            ------------------------              ------------------------------

<PAGE>


                                   APPENDIX A

                           LICENSED ENTITIES AND FEES

Subject to the terms of this Addendum and the Source Code Licence Agreement, FMC
agrees to acquire from PTI for use by the designated Licensed Entity hereinafter
specified, one or more licenses for SOFTWARE, subject to and upon payment of the
respective Licence fees:

The Licensed Entity and its respective Licenses are:

Licensed Entity.             FINANCIAL MODELS COMPANY INC.

Installation Address:        2355 Skymark Avenue, Mississauga, Ontario L4W 4Y6

Licensed SOFTWARE:

Licence Class:

Licence Fee:

Annual Maintenance Fee:


Payment of the above  Licence Fee by FMC to PTI shall be as specified in Section
4 of the Source Code Licence Agreement.

                                  Payment Terms

All  currency  figures  in this  Appendix  shall be deemed to refer to  Canadian
Dollars.  PTI agrees that  payment of any and all  amounts  due  pursuant to the
provisions of this Addendum shall be made solely in Canadian Dollars.

FMC shall pay interest at the rate of 1.5% per month on accounts  thirty (30) or
more days overdue.  If FMC has not corrected such overdue payment within fifteen
(15) days after receipt of written notice thereof,  and FMC is not in good faith
contesting such payment,  PTI shall have the right to terminate this Addendum in
accordance  with the provisions of Sections 18 and 19 of the Source Code Licence
Agreement,  FMC shall  forfeit  all  amounts  paid to PTI and PTI shall have the
right to enforce collection of all amounts due.