Filed by Automated Filing Services Inc. (604) 609-0244 - Titan Trading Corp. - Exhibit 4.2







Exhibit 4.2 


 LICENSING AGREEMENT

THIS AGREEMENT is made effective this
  _____ day of June, 2003. 

 BETWEEN:

CIGNAL TECHNOLOGIES, LLC,
  a Rhode Island Limited Liability Company with a mailing address of 375 Ocean
  Road, Narragansett, Rhode Island, 02882; 

(the “Licensor”) 

 OF THE FIRST PART 

 AND:

TITAN TRADING ANALYTICS INC.,
  a company incorporated pursuant to the laws of the Province of British Columbia
  and having an office at 200 – 675 West Hastings Street, Vancouver, British
  Columbia, V6B 1N2; 

(the "Licensee”) 

 OF THE SECOND PART 


WHEREAS:


 A.                    The
  Licensor is the owner of a 100% undivided interest in certain securities, futures,
  options and derivatives (the "Tradeables") trading technology as more particularly
  described in Schedule “A” hereto (the “Technology”); and


 B.                    The
  Licensor wishes to grant to the Licensee an exclusive license (the “License”)
  to use the Technology for the purpose of trading the Tradeables, as well as
  the right to 25% of the net profit that all third parties realize from the use
  of the Technology, subject to the conditions and limitations described herein;


  NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
  of the sum of $1.00 paid by each party to the other, and the premises and mutual
  agreements and covenants herein contained, the receipt and sufficiency of which
  the parties hereby acknowledge, the parties hereby covenant and agree as follows:


 1.                    THE
  LICENSOR’S REPRESENTATIONS  









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 1.1                   The
  Licensor hereby makes the following representations and warranties to the Licensee:


	 	(a)	The Licensor owns a 100% right, interest
        and title to the Technology;

	 	 	 
	 	(b)	The Licensor has the sole and exclusive
        worldwide right to use the Technology and to grant a license to the Licensee
        respecting the Technology upon the terms contemplated by this Agreement;

	 	 	 
	 	(c)	The assets comprising the Technology
        are free and clear of all liens, charges and encumbrances;

	 	 	 
	 	(d)	the use of the Technology for the purpose
        of trading securities within the United States is not contrary to any
        United States law; and

	 	 	 
	 	(e)	The Licensor has the full right, authority
        and capacity to enter into this Agreement, and comply with the terms set
        out herein, without first obtaining the consent of any other person or
        body corporate.



 1.2                    The
  representations and warranties of the Licensor set out in paragraph 1.1 above
  form a part of this Agreement and are conditions upon which the Licensee has
  relied in entering into this Agreement and shall survive the acquisition of
  any interest in the Technology by the Licensee. 

 2.                      REPRESENTATION
  OF THE LICENSEE  

 The Licensee represents and warrants to the Licensor that
  it is a body corporate, duly incorporated under the laws of the Province of
  British Columbia with full power and absolute capacity to enter into this Agreement
  and that the terms of this Agreement have been authorized by all necessary corporate
  acts and deeds in order to give effect to the terms hereof. 

 3.                     GRANT
  OF LICENSE AND PROFIT INTEREST  

 3.01                  Upon
  the terms and conditions herein set forth, the Licensor hereby agrees to grant
  to the Licensee: 

	 	(a)	an exclusive license, valid for a period of 99 years
        from the date of this Agreement, whereby the Licensee may use the Technology
        for the purposes of trading the Tradeables; and

	 	 	 
	 	(b)	a profit interest in the Technology whereby the Licensee
        shall be entitled to 25% of the net profit that all third parties realize
        from the use of the Technology for the purposes of trading the Tradeables
        (the “Profit Interest”);












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  in consideration of the Licensee agreeing to fund all future development costs
  associated with the Technology, including those costs relating to the completion
  or alteration of the current Technology, as well as all costs relating to the
  development of any related products. 

 3.02                 Notwithstanding
  subparagraph 3.01(b), the Licensor and those persons disclosed in Schedule “B”
  hereto (collectively, the “User”) shall have the right to personally
  use the Technology, and any related products that are developed which relate
  to the Technology, without being required to make any Profit Interest payment
  to the Licensee. 

 3.03                 Additional
  third parties may use the Technology with the consent of the Licensor and Licensee
  provided that such third parties consent to disclosing their trading records
  to the Licensor and Licensee. 

 3.04                 
  The Users shall not be entitled to assign their right to personally use the
  Technology to a third party without the Licensee’s written consent. Each
  User’s right to personally use the Technology shall not survive the User’s
  death. 

 3.05                 In
  the months of June and December of each calendar year following the execution
  of this Agreement, the Licensor shall provide the Licensee a proposed budget
  (each a “Budget”) for the subsequent half-calendar year period outlining
  proposed developments to the Technology and any related products, as well as
  providing a detailed breakdown of all anticipated costs associated with such
  developments. The anticipated cost of each six month Budget shall not exceed
  $100,000 CDN. 

 3.06                 
  The Licensee shall provide the Licensor with evidence that it has the funds
  necessary to fulfil a Budget plan within 60 days of the beginning of the half-calendar
  year, failing which, the Licensee’s rights as described in paragraph 3.01
  shall immediately cease. The Licensee shall forward the Budget funds to the
  Licensor against delivery of invoices for payment. 

 3.07                 
  If the Licensor fails to deliver a Budget to the Licensee in accordance with
  the terms of paragraph 3.05, the Licensor shall have no obligation to fund the
  further development of the Technology or related products for that six-month
  period. 

 3.08                 
  Notwithstanding the Licensor’s grant of a license to the Licensee, the
  Licensor, acting reasonably, shall have the right to control, dictate, edit,
  modify or otherwise direct the format and structure of the Technology as he
  sees fit, provided that he complies with United States and Canadian regulatory
  and statutory requirements. 









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 3.09                 
  The Licensee may assign its exclusive license relating to the Technology to
  any third party, provided that third party agrees in writing to abide by the
  terms of this Agreement. 

 3.10                 
  The Licensee may terminate this Agreement at any time by providing the Licensor
  with notice in writing. Upon termination of the Agreement by the Licensee, the
  Licensee and Licensor agree that Michael Gossland will act in trust to return
  all copies of the software source code and executable programs as described
  in Schedule A to the Licensor. 








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 4.                   
  PAYMENT AND ACCOUNTING OF PROFIT INTEREST  

 4.1                 The
  Licensor shall provide the Licensee with a detailed monthly statement disclosing
  the calculation of the Profit Interest within five business days following each
  month-end. The Licensor shall concurrently pay the Licensee an amount equal
  to 25% of the net profit that all third parties realize from the use of the
  Technology for the purposes of trading the Tradeables during the previous calendar
  month by way of wire transfer to the following bank account: 

	 	Name of Account:	Gregory S. Yanke Law Corporation – U.S. Trust
	 	 	 
	 	Beneficiary Bank:	Bank of Montreal
	 	 	595 Burrard Street
	 	 	Vancouver, B.C., Canada
	 	 	V6H 1J7
	 	 	 
	 	Canadian Bank No:	001
	 	Transit No.:	00040
	 	Account No:	4685-231
	 	 	 
	 	Intermediary Bank:	Harris Bank International
	 	 	New York, New York
	 	 	 
	 	Swift Code:	HATRUS33
	 	ABA No:	026007760


 4.2                 
  For the purposes of confirming the amounts payable pursuant to paragraph 4.1,
  the Licensee or its representatives duly appointed in writing shall have the
  right at all reasonable times, upon written request, to inspect or audit those
  books and financial records of the Licensor as are relevant to the determination
  of the amount of the Profit Interest, and, at the expense of the Licensee, to
  make copies thereof. 

 5.                  APPOINTMENT
  TO BOARD  

 Forthwith following the execution of this Agreement, the Licensor
  shall be appointed to the Licensee’s Board of Directors. 

 6.                  COVENANTS


 6.1                 The
  Licensor shall make available to the Licensee upon execution of this Agreement
  any and all files, documents, records or other information in its possession
  relating to the Technology which may be of use to the Licensee in conducting
  a due diligence review of the 









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 Technology. The Licensor shall also use its best efforts to
  obtain for the Licensee such additional other records or information as reasonably
  requested by the Licensee for purposes of using the Technology. 

 6.2                 The
  Licensor shall file and prosecute any United States infringements or violations
  relating to the Technology of which he becomes aware. The Licensor and Licensee
  shall be jointly responsible for all costs reasonably incurred in this regard.


 7.                    FURTHER
  ASSURANCES 

 The parties hereto covenant and agree to do such further acts
  and execute and deliver all such further deeds and documents as shall be reasonably
  required in order to fully perform and carry out the terms and intent of this
  Agreement. 

 8.                    ENTIRE
  AGREEMENT 

 This Agreement constitutes the entire agreement to date between
  the parties hereto and supersedes every previous agreement, communication, expectation,
  negotiation, representation or understanding, whether oral or written, express
  or implied, statutory or otherwise, between the parties with respect to the
  subject of this Agreement. 

 9.                    NOTICE


 9.1 Any notice required to be given under this Agreement shall
  be deemed to be well and sufficiently given if delivered by hand or if mailed
  by registered mail, in the case of the Licensor addressed as follows:

Philip S. Carrozza II 

  375 Ocean Road 

  Narragansett, Rhode Island 

  02882 

 and in the case of the Licensee addressed as follows:

Titan Trading Analytics Inc. 

  200 – 675 West Hastings Street 

  Vancouver, British Columbia 

  V6B 1N2 

 and any notice given as aforesaid shall be deemed to have
  been given, if delivered, when delivered, or if mailed, on the fourth business
  day after the date of mailing. 









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 9.2                 Either
  party may, from time to time by notice in writing, change its address for the
  purpose of this section. 

 10.                TIME
  OF ESSENCE 

 Time shall be of the essence of this Agreement. 

 11.                TITLES
   

 The titles to the respective sections hereof shall not be
  deemed a part of this Agreement but shall be regarded as having been used for
  convenience only. 

 12.                SEVERABILITY


 If any one or more of the provisions contained herein should
  be invalid, illegal or unenforceable in any respect in any jurisdictions, the
  validity, legality and enforceability of such provisions shall not in any way
  be affected or impaired thereby in any other jurisdiction and the validity,
  legality and enforceability of the remaining provisions contained herein shall
  not in any way be affected or impaired thereby. 

 13.                APPLICABLE
  LAW AND ARBITRATION  

 13.1               All
  disputes arising out of or in connection with this Agreement, or in respect
  of any defined legal relationship associated therewith or derived therefrom,
  shall be referred to and finally resolved by arbitration under the rules of
  the British Columbia International Commercial Arbitration Centre. 

 13.2               
  The appointing authority shall be the British Columbia International Commercial
  Arbitration Centre and the case shall be administered by the British Columbia
  International Commercial Arbitration Centre in accordance with its “Procedure
  for Cases under the BCICAC Rules” at Vancouver, British Columbia. 

 14.                 ENUREMENT
   

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


                  IN
  WITNESS WHEREOF the parties have duly executed this Agreement effective
  as of the date and year above written. 








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	 	CIGNAL TECHNOLOGIES, LLC	 	TITAN TRADING ANALYTICS INC.
	 	 	 	 
	 	per:	 	per:
	 	Philip S. Carrozza II, Member	 	Authorized Signatory