THIS  AGREEMENT made in duplicate  this 28th day of February,  1998  ("Effective
Date")

B E T W E E N:

                            POWERTRADER SOFTWARE INC.
                   a corporation incorporated pursuant to the
                    laws of the Province of British Columbia
                               (hereinafter "PSI")

                                     - and -

                                POWERTRADER, INC.
                  a corporation incorporated under the laws of
                           the State of Delaware, USA
                             (hereinafter the "PTI")

WHEREAS  PSI is the owner of all  right,  title and  interest  in (i) in certain
computer application programs,  associated  information  processing  technology,
databases,   procedures  and  data  files  (the  "Software")  and  (ii)  certain
intellectual  property  rights,  all as  identified  in Exhibit A, and  know-how
relating to the aforesaid; and

WHEREAS PSI is willing to transfer,  assign,  grant, convey and sell to PTI, and
PTI is willing to purchase  and acquire,  all such right,  title and interest in
and to the  Software  and  intellectual  property,  subject  to  the  terms  and
conditions of this Agreement;

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

                                    ARTICLE 1
                                   DEFINITIONS

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

         1.01  "Affiliate  or  Affiliates"  shall  mean any  corporation,  firm,
partnership,  or other  entity,  whether de jure or de facto,  that  directly or
indirectly  owns, is owned by, or is under common ownership with a party to this
Agreement to the extent of at least 50 percent of the equity having the power to
vote on or direct the affairs of the entity and any person,  firm,  partnership,
corporation,  or other entity  actually  controlled  by,  controlling,  or under
common control with a party to this Agreement.

         1.02 "Agreement"  means this agreement,  and all schedules  attached to
this Agreement, in each case as they may be amended or supplemented from time to
time.  Unless  otherwise  indicated,  references to Articles and Sections are to
Articles and Sections of this Agreement.

         1.03 "Effective  Date" is February 28, 1998, as is defined  immediately
prior to the Recitals at the beginning of this Agreement.

         1.04 "Enhanced  Software  Property" means any  information,  invention,
idea,  know-how,  concept,  improvement,  design  modification  or  development,
enhancement  or  other  use or  application  of or in  respect  of the  Software
(whether  or  not  capable  of  intellectual  property  protection)  discovered,
developed, made or acquired as a result of scientific,  research and development
or other  activities  undertaken in accordance with terms and conditions of this
Agreement.

         1.05 "Intellectual Property" means all copyright, trade name, trademark
and  similar  proprietary  property  rights and  includes,  without  limitation,
application in the United States Patent and Trademark Office for registration of
the mark  "PowerTrader  Analyst" and registration  with the Canadian  Trademarks
Office of the trademark "PowerTrader.

         1.06 "Know-How" shall mean any and all technical  information presently
available  or  generated  during  the terms of this  Agreement  that  relates to
Software  and  useful  for the  development,  manufacture  or  effectiveness  of
Software.

         1.07 "Purchaser" means PowerTrader, Inc.. and its Affiliates.

         1.08  "Reverse   Engineering"  means  improvements,   modifications  or
derivatives of the Software.

         1.09  "Software"  means all  rights  to and  interest  in the  computer
application programs,  associated information  processing technology,  database,
procedures and data files comprising,  without limitation,  PowerTrader Analyst,
PowerTrader  Pro,  Investors  On-Line,  the  QuoteDesk,   DataManager,   Server,
Financial Wire provided by PSI all as listed in Exhibit "A" to this Agreement.

         1.10 "Third Party or Third Parties" means any entity other than a party
to this Agreement or an Affiliate.


                                    ARTICLE 2
                              SALE OF THE SOFTWARE

         2.1 PSI hereby transfers,  grants, conveys, assigns and relinquishes to
PTI all of PSI's  right,  title and interest in and to both the tangible and the
intangible property  constituting the Software and Intellectual Property and all
other  proprietary  rights  attaching  thereto,  in  perpetuity,  including  the
following corporeal and incorporeal incidents to Software:

               (i)  all  right,  title,  interest  and  benefit  of PSI  and all
         privileges  of PSI in,  to and  under  all  technical  data,  drawings,
         prototypes,  engineering files, system documentation,  flow charts, and
         design  specifications  acquired or developed by PSI in connection with
         the development of the programming,  inventions,  processes and apparti
         entailed by Software.

               (ii) all right,  title,  interest and benefit (including to make,
         use or sell under  patent  law;  and to use and  disclose  under  trade
         secret  law) of PSI in and to all  Canadian  and  foreign  patents  and
         patent  applications,  patent licence rights, trade names (including in
         the case of  trademarks,  service  marks and trade names,  all goodwill
         appertaining thereto),  copyrights,  technological licences,  Know-How,
         confidential  information,  shop  rights,  and all  other  intellectual
         property  rights  owned or  claimed by PSI  embodied  in  Software  and
         Intellectual Property.

               (iii) all right,  title,  interest  and benefit of PSI in, to and
         under all  agreements,  contracts,  licences and lease  entered into by
         PSI,  or  having  PSI  as  a   beneficiary,   pertaining  to  Software,
         including,  without limitation, PSI's rights, if any, as a  licensee of
         Third Party software

         2.2 To  effectuate  the terms of this  Section 2, PSI hereby  names and
irrevocably  constitutes  and appoints PTI, with the full power of  substitution
therein,  as PSI's  true and  lawful  attorney-in-fact  to  exercise  the rights
assigned hereby.

         2.3 PTI shall have the right to (i) copy and  distribute to the public,
(ii)  prepare  derivative  programs;  (iii)  make a  public  performance  of the
Software and (iv) publicly display the Software.

                                    ARTICLE 3
                                  COMPENSATION

         3.1 The  consideration  for the transfer and conveyance of the Software
and the Intellectual Property to PTI shall be:

               (i) the payment to PSI of the sum of One ($1.00) Dollar U.S.; and

               (ii) for a period of five (5) years from the  Effective  Date the
         commitment  to  contract   exclusively   with  PSI,  or  any  successor
         corporation  thereto,  howsoever formed,  for all future development or
         enhancement of Software,  related and successor  technology (whether or
         not foreseen at the time hereof),  and such other areas or items as the
         parties  may  agree  to from  time to  time,  including  both  basic or
         experimental  research and product-specific  research (whether relating
         to new product development or the improvement,  adaptation, enhancement
         or modification of existing products, the development of prototypes, as
         well as process  technology)  which PTI  undertakes to make part of the
         Software research and development.

         3.2  Notwithstanding  the  foregoing,   during  the  currency  of  this
Agreement, in the event that PTI determines, acting reasonably, that PSI, or any
successor   corporation   thereto,  is  unable  to  effect  the  development  or
enhancement  of Software  requested by PTI, PTI shall have the right to contract
with a third party for such development or enhancement as required.

                                    ARTICLE 4
                                   WARRANTIES

         4.1 PSI  represents  and warrants that PTI shall  receive,  pursuant to
this Agreement,  as of the Effective Date,  complete and exclusive right,  title
and interest in and to all tangible and intangible  property  rights existing in
Software and  Intellectual  Property.  PSI  represents  and warrants that it has
developed Software entirely through its own efforts for its own account and that
Software  is free and  clear  of all  liens,  claims,  encumbrances,  rights  or
equities  whatsoever of any third party,  and that the  execution,  delivery and
performance of this Agreement by PSI does not violate any security  agreement to
which PSI is a party or by which any of PSI's assets are bound.

         4.2 PSI  represents  and warrants  that  Software does not infringe any
patent,  copyright,  or trade  secret  of any third  party  and  that,  to PSI's
knowledge,  there are no claims pending alleging any infringement of third party
rights and that the source code and system specifications for Software have been
maintained in confidence.

         4.3  PSI  represents   and  warrants  that  all  personnel,   including
employees,  agents,  consultants  and  contractors,  who have  contributed to or
participated  in the  conception and  development  of Software and  Intellectual
Property,  exclusive of any development of third party software, either (i) have
been party to a for-hire  relationship  with PSI that has accorded PSI effective
and exclusive original ownership of all tangible and intangible property thereby
arising  or  incorporated  with  respect  to  Software  or  (ii)  have  executed
appropriate  instruments  of  assignment  in favour of PSI as assignee that have
conveyed to PSI full,  effective  and  exclusive  ownership  of all tangible and
intangible  property  thereby arising with respect to Software and  Intellectual
Property.

         4.4 PSI  represents  and  warrants  that  there  are no  agreements  or
arrangements in effect with respect to the marketing, distribution, licensing or
promotion of Software or Intellectual  Property by any third party,  independent
salesperson,  distributor, sublicensor or other remarketer or sales organization
and that  PSI has not  entered  into  any  agreement  that  restricts,  or would
restrict, PTI's right to exploit Software and the Intellectual Property.

                                    ARTICLE 5
                                 CONFIDENTIALITY

         5.1 The parties hereto,  or any successor  corporation  thereto,  shall
treat the  Know-How,  Software  and all  information,  data,  reports  and other
records as secret,  confidential  and  proprietary and shall not disclose or use
such information without the prior written consent of the non-disclosing  party,
except  as  provided  in  this  Agreement.  The  parties  shall  implement  such
procedures as may be required to prevent the intentional or negligent disclosure
to third parties of confidential information.

         5.2 Nothing in this  Agreement  shall prevent the  disclosure by either
party or its employees of confidential information that:

               (i)  prior  to the  transmittal  thereof  was of  general  public
         knowledge;

               (ii) becomes,  subsequent to the time of transmittal, a matter of
         general public knowledge otherwise than as a consequence of a breach by
         the disclosing Party of any obligation under this Agreement;

               (iii) is made public by a Party;

               (iv) was in the possession of a Party in  documentary  form prior
         to the time of disclosure  thereof,  and is held free of any obligation
         of confidence to any third party; and

               (iv) is  received  in good  faith from a third  party  having the
         right to disclose it, who, did not obtain the same under an  obligation
         of secrecy with respect to such information.

                                    ARTICLE 6
                                 INDEMNIFICATION

         6.1 PSI shall  save,  hold  harmless  and defend  PTI,  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  infringement  of any existing  Software or
Intellectual  Property,  or  misappropriation  of  any  trade  secret  or  other
intellectual  property right with respect to the Software.  PSI shall defend any
such claim or action at its own expense provided that PTI promptly  notifies PSI
on learning of any such claim or action and cooperates with PSI in defending any
such  claim or  action.  PSI's  obligations  hereunder  shall be  limited to the
reimbursement to, or indemnification of PTI for direct losses or damages imposed
upon PTI as a direct  consequence  of such  infringement  and PSI shall  have no
obligations  for  any  indirect  losses  incurred  by  PTI  as a  result  of the
discontinuance of Software.

         6.2 It is understood and agreed that PSI's  indemnity  shall only apply
to any claims as same relate to the source code for Software as at the Effective
Date and shall not extend to any  further  development  work to the source  code
undertaken by PTI.

                                    ARTICLE 7
                     SOFTWARE PROPERTY AND PRODUCT OWNERSHIP

         7.1 PSI acknowledges  PTI's exclusive right,  title and interest in and
to the  Software and  Intellectual  Property and PSI shall not at any time do or
cause to be done, or fail to do or cause to be done, any act or thing,  directly
or indirectly, contesting or in any way impairing PTI's right, title or interest
in the  Software  and  Intellectual  Property.  Every  use of any  Software  and
Intellectual  Property on or after the Effective  Date by PTI shall inure to the
benefit of PTI.

                                    ARTICLE 8
                              TERM AND TERMINATION

         8.1 With respect to the provisions of Section 3.1(ii):

               (i) this  Agreement  shall  remain in effect for a period of five
         (5) years from the Effective  Date and shall  automatically  be renewed
         for  additional  one-year  terms  thereafter  unless either Party gives
         thirty  (30) days  written  notice to the other prior to the end of the
         term of its intent to  terminate  this  Agreement  or unless  otherwise
         terminated under the provisions of this Section 8; and

               (ii)  either  Party  shall  have  the  right  to  terminate   the
         provisions of section  3.1(ii) at any time by giving  written notice to
         the party in default on the occurrence of any of the following events:

               (a)   a  Party  fails  or  neglects  to  perform   covenants   or
                     provisions  of  this  Agreement  if  such  default  is  not
                     corrected  within  ten (10) days  after  receiving  written
                     notice from the other Party with respect to such default;

               (b)   any act,  determination,  filing,  judgement,  declaration,
                     notice,  appointment of receiver or trustee, failure to pay
                     debts,  or other events under any law applicable to a Party
                     indicating the insolvency or bankruptcy of such Party;

               (c)   any extraordinary  governmental action, including,  without
                     limitation, seizure or nationalisation of assets, stock, or
                     other property relating to a Party; or

               (d)   any other event that shall cause PTI to have concern  about
                     the stability of PSI or any successor corporation to fulfil
                     the provisions of section 3.1(ii).

         8.3 Upon  termination of this Agreement PSI or its successor shall have
the right to retain any sums already paid by PTI under this  Agreement,  and PTI
shall pay all sums  accrued that are then due for work  performed in  accordance
with section 3.1(ii) of this Agreement.

                                    ARTICLE 9
                                  MISCELLANEOUS

         9.1 Force Majeure.  If the performance of any part of this Agreement by
either  Party,  or  of  any  obligation  under  this  Agreement,  is  prevented,
restricted,  interfered  with,  or  delayed  by reason of any cause  beyond  the
reasonable control of the Party liable to perform, unless conclusive evidence to
the contrary is provided,  the Party so affected shall, on giving written notice
to the other  Party,  be  excused  from such  performance  to the extent of such
prevention, restriction, interference or delay, provided that the affected Party
shall  use its  reasonable  best  efforts  to avoid or  remove  such  causes  of
non-performance and shall continue performance with the utmost dispatch whenever
such causes removed.  When such  circumstances  arise, the Parties shall discuss
what,  if any,  modification  of the terms of this  Agreement may be required to
arrive at an equitable solution.

         9.2 Binding  Effect,  Assignment,  Etc. This Agreement shall be binding
upon, and shall inure to the benefit of, the Parties hereto and their  permitted
assigns  and  successors-in-interest.  Neither  Party may assign  any right,  or
delegate any obligation  hereunder  without he express prior written  consent of
the other, which consent shall be strictly at the discretion of such other Party
and may be contingent, if given, upon such terms and conditions as it sees fit.

         9.3 Amendment.  No change,  modification or amendment of this Agreement
shall be valid or binding on the  parties  unless  such  change or  modification
shall be in  writing  signed by the Party or  Parties  against  whom the same is
sought to be enforced.

         9.4  Remedies  Cumulative.  The  remedies  of the  parties  under  this
Agreement are  cumulative  and shall not exclude any other remedies to which the
party may be lawfully entitled.

         9.5 Notices. Any notice or other communication required or permitted to
be given by this Agreement  shall be in writing and shall be  effectively  given
and made if (i) delivered  personally;  or (ii) sent by prepaid courier service;
or (iii) sent by registered mail; or (iv) sent by prepaid fax, telecopier, telex
or  other  similar  means  of  electronic  communications,  in each  case to the
applicable address set out below:

          To PSI:          885 Dunsmuir Avenue, Ste. 591
                           Vancouver, British Columbia V6C 1N5

                           Attention: President/CEO
                           Facsimile Number: (604)

          To PTI:



         Any notice or other communication so given shall be deemed to have been
given and received on the day of delivery if delivered,  or on the day of faxing
or sending by other means of recorded  electronic  communication,  provided that
such  day is a  business  day and  such  notice  or  other  communication  is so
delivered,  faxed or sent prior to 4:30 p.m. on such day. Otherwise, such notice
or  communication  shall be deemed to have been given and  received  on the next
following  business  day. Any notice or other  communication  sent by registered
mail shall be deemed to have been given and  received on the fifth  business day
following  the mailing  thereof;  provided  however that no such notice or other
communication  shall be mailed  during any actual or  apprehended  disruption of
postal  services.  Any such  notice  or other  communication  given in any other
matter shall be deemed to have been given and received only upon actual receipt.

         9.6 Further Assurances.  Each Party hereby covenants and agrees that it
shall  execute and deliver such deeds and other  documents as may be required to
implement any of the provisions of this Agreement.

         9.7 No Waiver. The failure of any Party to insist on strict performance
of a covenant hereunder or of any obligation  hereunder shall not be a waiver of
such party's  right to demand  strict  compliance  therewith in the future,  nor
shall the same be construed as a novation of this Agreement.

         9.8  Integration.  This  Agreement  constitutes  the full and  complete
agreement of the Parties.

         9.9 Captions.  Titles or captions of articles and paragraphs  contained
in  this  Agreement  are  inserted  only  as a  matter  of  convenience  and for
reference,  and in no way define,  limit,  extend or describe  the scope of this
Agreement or the intent of any provision hereof.

         9.10 Number and Gender.  Whenever required by the context, the singular
number shall  include the plural,  the plural number shall include the singular,
and the gender of any pronoun shall include all genders.

         9.11  Counterparts.  This Agreement may be executed in multiple copies,
each of which shall for all purposes  constitute  an  Agreement,  binding on the
Parties, and each Party hereby covenants and agrees to execute all duplicates or
replacement counterparts of this Agreement as may be required.

         9.12 Computation of Time. Whenever the last day for the exercise of any
privilege  or the  discharge  of any duty  hereunder  shall fall on a  Saturday,
Sunday or any public or legal  holiday,  whether  local or national,  the person
having such  privilege  or duty shall have until 5:00 p.m.  Eastern  time on the
next succeeding  business day to exercise such  privilege,  or to discharge such
duty.

         9.13 Costs and Expenses.  Unless otherwise  provided in this Agreement,
each  Party  shall  bear  all fees  and  expenses  incurred  in  performing  its
obligations under this Agreement.

         9.14  Jurisdiction.  This Agreement shall be governed by, and construed
in  accordance  with the law of the  Province of British  Columbia.  Any dispute
arising  hereunder  shall be  subject to the  jurisdiction  of the courts of the
Province  of  British  Columbia.  The  Parties  hereto  expressly  submit to the
jurisdiction of said courts and irrevocably waive any objections to jurisdiction
or venue.

         IN WITNESS  WHEREOF the Parties hereto have caused this Agreement to be
executed on the date hereinafter written.

POWERTRADER SOFTWARE INC.              POWERTRADER, INC.


Name:                                  Name:
      ------------------------               -----------------------------------

Title:                                 Title:
       -----------------------               -----------------------------------

Signature:                             Signature:
           -------------------                    ------------------------------

Date:                                  Date:
      ------------------------                ----------------------------------


<PAGE>


             [ATTACH EXHIBIT A, SOFTWARE AND INTELLECTUAL PROPERTY]