TECHNOLOGY  LICENSE  AGREEMENT  dated for reference the 31st day of August, 2005

BETWEEN:
               THE  PRIVATE  TREATY  MARKET  PLC  (registered  no.
               04696513)  a  company  incorporated  under  the  laws  of England
               and  Wales  having  a  business  office  at  1  Mark  Road, Hemel
               Hempstead, Hertfordshire,  HP2  7BN


               ("PTML")

AND:
               ATLANTIC  GROUP  HOLDINGS  INC.  (no.  662421)
               a  company  incorporated  under  the  laws  of the British Virgin
               Islands, whose mailing address is c/o Caplay plc, 36 King
               Street, London   WC2E 8JS


               ("Atlantic")

WHEREAS:

A.   PTML  is  the  owner of a system to conduct private equity trading known as
     Private  Equity  Trading  System  ("PETS").

B.   PTML, either directly or through subsidiaries, intends to grant licenses in
     respect  of  PETS for use by licensees in applicable territories, and their
     permitted  customers and sub-licensees, and has agreed to grant to Atlantic
     the  exclusive  license  to  use  the  software programs and the associated
     documentation  required  for  the  use  of  Atlantic  upon  the  terms  and
     conditions  hereinafter  contained.

C.   PTML,  has  spent  and  will spend time, money and efforts in obtaining and
     developing  knowledge  of  and  expertise  in  private  equity  trading, to
     continue  to acquire and enhance applicable technology directly and through
     agreements  with  others.

D.   The  software required to operate the PETS System has been developed by and
     is  owned  by  PTML.

E.   PTML  is  either  the owner of, or will be making application to become the
     owner  of  trademarks  to  be  used  in  association  with the PETS System.

F.   PTML  has developed substantial technical and business know-how relating to
     the  technical  and  business  aspects of the operation of the PETS System,
     which  know-how  is  secret and substantial and which will be identified in
     the  associated  product  and  operations  manuals.

G.   Atlantic  will  market  and  operate  the PETS System in Canada through its
     customers  and  sub-licensees  which  shall  include  but not be limited to
     banks,  brokerage houses and other financial institutions and their clients
     in  accordance  with  the  terms  of  this  Agreement.

H.   PTML  and  Atlantic  wish  to  enter  into  this  Agreement to record their
     respective  rights  and  obligations  relating  to  the  license by PTML to
     Atlantic  of  the  right  to  operate,  market  and


<PAGE>
     sub-license the PETS System, use the software necessary to operate the PETS
     System  and the right to use the trademarks, the confidential disclosure by
     PTML  to  Atlantic  of the know-how, the procedures for quality control (to
     ensure  that  products  and  services  offered  by  PTML are of the highest
     standard  of  quality)  and  the  licensing  of  incidental  technology.

IN  CONSIDERATION  of the mutual agreements in this Agreement and subject to the
terms  and conditions specified in this Agreement, the parties agree as follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS
        -----------

In this Agreement, including the recitals and the schedules, the following words
and  expressions  have  the  following  meanings  unless  the  context otherwise
requires:

     "Affiliate"  has  the  meaning  specified  in  Section  1.3.

     "Atlantic" means Atlantic Group Holdings Inc., a company incorporated under
     the  laws  of  the  British  Virgin  Islands.

     "British  Prime"  means  the prime rate of interest designated as such from
     time  to  time  by  the  Bank  of  England.

     "Business" means the business of operating the PETS System and offering the
     PETS  System  for  use through the sale of sub-licenses and memberships and
     the  marketing  of  Products  for  sale and services using the PETS System.

     "Confidential  Information"  will have the meaning provided in Section 8.1.

     "Control"  will  have  the  meaning  provided  in  Section  1.3.

     "Defaulting  Party"  has  the  meaning  set  out  in  Section  16.4.

     "Event  of  Default"  has  the  meaning  set  out  in  Section  16.4.

     "Generally  Accepted  Accounting  Principles"  has  the  meaning set out in
     Section  1.8.

     "Improvements"  has  the  meaning  set  out  in  Section  11.1.

     "Know-how"  means  all  technical  and  business  know-how,  expertise,
     information  and  data relating to the technical or business aspects of the
     PETS System, which has been or is in the future communicated to Atlantic by
     or  on behalf of PTML or any of its Subsidiaries or Affiliates, and whether
     communicated in the Manuals, in other documents, in the Software, verbally,
     by  demonstrations  or  otherwise.

     "Manuals"  means  all  instructions for users and all supporting technical,
     operations, sales and marketing information, whether in written, printed or
     electronic  form  including,  without  limitation,  all  functional
     specifications,  operating  procedures,  training  materials,  security and
     quality  standards  relating to the PETS System or related products, all as
     may  be  currently  available  and as may be developed from time to time by
     PTML,  for distribution to licensees of the PTML System, including all such
     updates  and  revisions,  but  not including any source code or algorithms.


<PAGE>
     "Member"  means  any  entity  which  becomes  a  member  of the PETS System
     directly  from  Atlantic  other  than  through  a  Sub-Licensee.

     "Nondefaulting  Party"  has  the  meaning  set  out  in  Section  16.4.

     "PETS"  means  the  Private  Equity  Trading  System  developed  by  PTML.

     "PETS  System" means the system of private equity trading developed by PTML
     and  operated  by  PTML's licensees, as that system may change from time to
     time,  including  without  limitation  all  the  technology,  equipment
     infrastructure,  business  systems,  practices,  protocols and data used in
     that  system  from  time  to  time,  as  referred  to  in  Section  2.5.

     "Products" means the financial instruments and other products traded on the
     PETS  System.

     "PTML"  means  The  Private Treaty Market PLC, a company incorporated under
     the  laws  of  England  and  Wales.

     "Revenue"  means  total  revenues of Atlantic and its subsidiaries (if any)
     from  the sale of sub-licenses, memberships and Product sales and services,
     and all components used in the calculation of Revenue will be determined in
     accordance  with  Generally  Accepted  Accounting  Principles.

     "Software"  means the software used for the operation of the PETS System as
     may  be  described  by  PTML  in Schedule "A", together with any additional
     software added from time to time by the execution by PTML and Atlantic of a
     Software  Addendum  in  the  form attached as Schedule "B", describing such
     additional  software and any specific licensing terms or restrictions which
     apply  to  such  additional  software.

     "Software  Addendum"  means  an  addendum  in  the  form  of  Schedule "B".

     "Software  License Terms" means, in respect of any particular Software, any
     additional  terms  which  apply  to  that  Software and which are specified
     either  in  Schedule  "A"  or  in  a  Software  Addendum.

     "Sub-License"  means  any  sub-license  of  the  PETS System by Atlantic to
     parties  authorized  by  Atlantic which agree to be bound by the terms of a
     sub-license  agreement  in  the  form  approved  by PTML from time to time.

     "Sub-Licensee"  means  a  party  to  whom  a  sub-license  is  granted.

     "Subsidiary"  will  have  the  meaning  provided  in  Section  1.3.

     "Term",  "Initial  Term"  and  "Additional  Term"  will  have  the meanings
     described  for  each  as  provided  in  Article  16.

     "Territory"  means  the  geographic  area  currently  named  Canada.

     "Trademark  Addendum"  means  an  addendum  in  the  form  of Schedule "D".

     "Trademarks"  means the Trademarks specified in Schedule "C", together with
     any  additional trademarks added from time to time by the execution by PTML
     and  Atlantic of a Trademark Addendum in the form attached as Schedule "D",
     describing  such  additional Trademarks and any specific licensing terms or
     restrictions  which  apply  to  such additional Trademarks, and "Trademark"
     means  any  of  them.


<PAGE>
     "Trademark  License  Terms"  means,  with  reference  to  any  particular
     Trademark, any additional terms which apply to that Trademark and which are
     specified  either  in  Schedule  "C"  or  in  a  Trademark  Addendum.

1.2     SCHEDULES
        ---------

The  following  schedules  are  attached  to  and  form  part of this Agreement:

<TABLE>
<CAPTION>
                Schedule                  Title
                --------                  -----
<S>                                       <C>
                A                         Software

                B                         Software Addendum

                C                         Trademarks

                D                         Trademark Addendum

                E                         Royalty
</TABLE>

1.3     AFFILIATES, SUBSIDIARIES AND CONTROL
        ------------------------------------

For  the  purposes  of  this  Agreement:

     (a)  one body corporate is affiliated with another body corporate if one of
          them  is  the  subsidiary of the other or both are subsidiaries of the
          same  body corporate or each of them is controlled by the same person;
          and

     (b)  if two bodies corporate are affiliated with the same body corporate at
          the  same  time,  they  are  deemed  to be affiliated with each other.

For  the purposes of this Agreement, a body corporate is a subsidiary of another
body  corporate  if:

     (c)  it  is  controlled  by  (i) that other body corporate, (ii) that other
          body  corporate  and  one  or  more  bodies corporate each of which is
          controlled  by  that other body corporate, or (iii) two or more bodies
          corporate each of which is controlled by that other body corporate; or

     (d)  it  is  a  subsidiary of a body corporate that is a subsidiary of that
          other  body  corporate.

For  the  purposes of this Agreement, a body corporate is controlled by a person
or  by  two  or  more  bodies  corporate  if:

     (e)  securities  of  the body corporate to which are attached more than 50%
          of the votes that may be cast to elect directors of the body Corporate
          are held, other than by way of security only, by or for the benefit of
          that  person  or  by or for the benefit of those bodies corporate; and


<PAGE>
     (f)  the  votes  attached to those securities are sufficient, if exercised,
          to  elect  a  majority  of  the  directors  of  the  body  corporate.

1.4     ENTIRE AGREEMENT
        ----------------

This  Agreement expresses the entire agreement between the parties and supersede
all  previous  invitations,  proposals,  letters,  correspondence, negotiations,
promises, agreements, covenants, conditions, representations and warranties with
respect  to  the  subject  matter of this Agreement. There is no representation,
warranty,  collateral  term  or condition or collateral agreement affecting this
Agreement,  other  than  as  expressed  in  writing  in  this  Agreement.

1.5     AMENDMENTS
        ----------

No  change  or  modification  of  this  Agreement  will be valid unless it is in
writing  and  signed  by  each  party  to  this  Agreement.

1.6     INVALIDITY OF PARTICULAR PROVISION
        ----------------------------------

If any provision of this Agreement or any part of any provision (in this Section
called  the "Offending Provision") is declared or becomes unenforceable, invalid
or  illegal  for  any  reason  whatsoever  including but not detracting from the
generality  of  the  foregoing  a decision by the competent courts, legislation,
statutes,  or  other  bylaws or regulations or any other requirements having the
force of law, then the remainder of this Agreement will remain in fill force and
effect  as  if this Agreement had been executed without the Offending Provision.

1.7     CURRENCY
        --------

Unless  otherwise  specified  all  sums of money expressed in this Agreement are
expressed  in  the  lawful  money  of  Canada.

1.8     GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
        ----------------------------------------

All accounting terms not defined in this Agreement have those meanings generally
ascribed  to them in accordance with International Accounting Standards set down
by  the  International  Accounting  Standards  Committee.

1.9     NUMBER AND GENDER
        -----------------

Unless the context of this Agreement otherwise requires, to the extent necessary
so  that  each  clause  will  be  given  the most reasonable interpretation, the
singular  number  will  include  the  plural  and  vice  versa, the verb will be
construed  as  agreeing  with  the  word  so  substituted,  words  importing the
masculine  gender  will include the feminine and neuter genders, words importing
persons  will  include  firms  and  corporations  and  words importing firms and
corporations  will  include  individuals.


<PAGE>
1.10     HEADINGS AND CAPTIONS
         ---------------------

The headings and captions of sections and paragraphs contained in this Agreement
are  all inserted for convenience of reference only and are not to be considered
when  interpreting  this  Agreement.

                                    ARTICLE 2
                   PURPOSE OF THE TECHNOLOGY LICENSE AGREEMENT

2.1     THE PURPOSE OF THE TECHNOLOGY LICENSE AGREEMENT
        -----------------------------------------------

The  purpose  of  this  Agreement  is  as  described  in  the  Recitals.

2.2     APPOINTMENT OF ATLANTIC
        -----------------------

PTML  hereby grants to Atlantic during the Term of this Agreement and subject to
the  terms  and  conditions of this Agreement, the right within the Territory to
carry  on  the  Business  under  the  Trademarks, utilizing the PETS System, the
Software  and  the  Know-how.  For  clarity, PTML does not grant to Atlantic the
right  to  carry  on  the  Business  from  a  location outside of the Territory.

2.3     EXCLUSIVITY
        -----------

PTML  confirms  that it has not granted, and agrees that during the Term it will
not grant, the rights described in Section 2.2 to any person residing within the
Territory,  other  than Atlantic. However, Atlantic acknowledges that because of
the  global  nature  of  the  Business,  PTML  licensees residing outside of the
Territory  may handle transactions originating from or involving parties located
or  residing  in  the  Territory.  PTML  agrees  to provide notice in writing to
Atlantic  of  any transactions originating from or involving parties residing in
the  Territory  within  30  days  of  becoming aware of same. PTML agrees not to
actively encourage or solicit transactions originating from or involving parties
located  or  residing  in  the  Territory  either directly or through other PTML
licensees.

2.4     TERRITORY
        ---------

Atlantic will not directly or indirectly operate the Business or the PETS System
from  a  location outside of the Territory, without the prior written consent of
PTML.  PTML  covenants that all other PTML Licensees will be strictly prohibited
(as  is  PTML  pursuant  to  Section  2.2  hereof) from carrying on the business
provided  for  in  their  license  from  a  location  outside  of their assigned
territory.

2.5     THE PETS SYSTEM
        ---------------

Through  a network of licensees (including Atlantic), PTML is providing a system
of private equity trading. The foundation of this system and the essence of this
Agreement is the adherence by Atlantic to the standards and policies of PTML, to
provide  for the uniform operation of the PETS System including, but not limited
to,  the  use  only of prescribed Software and equipment, the appropriate use of
the  Trademarks,  and  strict  adherence  to  PTML's  prescribed  standards  of


<PAGE>
quality and service in the operation of the Business. Atlantic's compliance with
the  foregoing requirements, in conjunction with PTML's Trademarks, provides the
basis  for the valuable goodwill and worldwide acceptance of the PETS System for
the  benefit  of Atlantic, PTML and other PTML licensees. The provisions of this
Agreement will be interpreted to give effect to the intent of the parties stated
in this Section, so that the Business will be operated in conformity to the PTML
System  through  strict adherence to PTML's standards and policies as they exist
now  and  as  they  may  be  modified  by  PTML  from  time  to  time.

2.6     CHANGES
        -------

Atlantic  acknowledges  that  the  Business  is  subject  to  rapid  changes  in
technology  and  in  its business environment. Atlantic agrees that PTML will be
making  changes  in  PTML's discretion from time to time to the PETS System, the
Products, the Software and the Trademarks, some of which may be substantial, and
in  particular  may  involve  discontinuing  availability  of one or more of the
Products.  Atlantic  agrees  to incorporate any such changes in its operation of
the  Business.

                                    ARTICLE 3
                            GENERAL COVENANTS OF PTML

3.1     INITIAL OBLIGATIONS OF PTML
        ---------------------------

To  assist  Atlantic  to  establish its operations and to establish the Business
within  the  Territory,  PTML  will  have  the  following  initial  obligations:

     (a)  At  its  reasonable  discretion,  PTML will assist, with best efforts,
          Atlantic  to  establish  and  operate  the  Business in the Territory;

     (b)  PTML  will  advise  and  co-operate  with  Atlantic, as PTML considers
          reasonably  appropriate,  with  regard  to  the adaptation of the PETS
          System, Products, Software and Know-how to the local conditions of the
          Territory;

     (c)  PTML  will  provide  to  Atlantic  one  complete  set  suitable  for
          reproduction  with  permission  or  electronic  access  to the current
          Manuals  in  English;

     (d)  PTML  will  train Atlantic training personnel in the correct operation
          of  the  Business.  This  initial  training  will  consist  of initial
          introductory  courses  in  the  operation  of  the  PETS  System,  the
          Products,  the  Software  and  various  operational  tools; and

     (e)  PTML  will  provide  such  operational  support  as  PTML  reasonably
          considers  necessary or appropriate for a period to be mutually agreed
          between  PTML  and Atlantic, which period will be during the first six
          months  of  the  Term,  by  providing suitably qualified staff in such
          numbers and for such periods as PTML reasonably considers necessary to
          assist the efficient launch of the Business in the Territory. Atlantic
          will  pay  the  expenses  of  such  staff.


<PAGE>
3.2     PTML'S CONTINUING OBLIGATIONS
        -----------------------------

To  assist  Atlantic  in  the  continuing  operations  of  the  Business  in the
Territory,  PTML  will  have  the  following  additional  obligations:

     (a)  At  PTML's discretion, an interim team of people with requisite skills
          will  be  made  available to provide support for Atlantic, the cost of
          which  shall  be  paid  by  Atlantic;

     (b)  PTML  will  provide  to Atlantic further advice and support concerning
          the  correct  operation  of  the Business by providing, at the cost of
          Atlantic,  periodic  refresher  courses  at  such locations, inside or
          outside  of  the  Territory,  and  at  such  times,  as PTML considers
          necessary,  in  its  sole  discretion;

     (c)  PTML will provide to Atlantic a Trouble Shooting Service, as described
          in  Section  6.3,  and the assistance of the PTML help desk. PTML will
          also  provide  consulting services on request, according to a mutually
          acceptable  fee  schedule; and

     (d)  PTML  will  ensure  that  the  Manual  is  kept up to date, to include
          changes  due to any alterations or improvements in or to the operation
          of  the  Business  or  the  PETS  System.

                                    ARTICLE 4
                        GENERAL COVENANTS OF PETS CANADA

In  order  to  protect the intellectual property rights of PTML, to maintain the
common  identity and reputation of PTML, the PETS System and the network of PTML
licensees,  and to maintain the uniform high standards of the Business, Atlantic
covenants  as  provided  in  this  Article:

4.1     SOFTWARE
        --------

Atlantic  will  use  only the Software provided by PTML, and such other software
and  equipment  as  may  be  approved  from  time  to  time  by  PTML

4.2     INITIAL ACQUISITION OF EQUIPMENT
        --------------------------------

Atlantic will acquire the equipment necessary to properly carry on the Business,
as  PTML  may  specify  in  accordance  with  this  Agreement.

4.3     TRAINING
        --------

Atlantic  will  cause  its  employees to take such training as PTML may consider
necessary.

4.4     MANUALS
        -------

Atlantic  will diligently follow and apply the technical and business techniques
described  from  time  to  time  in  the  Manuals.


<PAGE>
4.5     DESIGNATION
        -----------

On  all literature, Atlantic will describe itself as a licensee of PTML and will
also  acknowledge  ownership  of trade-marks and such other licenses acquired by
PTML.

4.6     DILIGENCE
        ---------

Atlantic  will  use  its  best  efforts to maintain the highest standards in all
matters  connected  with  the  Business.  Atlantic  will  carry  on the Business
diligently  and  in  a manner in all material respects satisfactory to PTML, and
provide  proof  to PTML as may reasonably be required by PTML from time to time,
so  as  to  maintain  the  image  and  reputation  of PTML and of its network of
licensees  and  of  the  PTML  System.

4.7     NAME
        ----

Without the prior written consent of PTML, Atlantic will not use the name "PETS"
or  any  name  resembling it as part of its company name, either during or after
the  termination  of  this  Agreement. PTML consents to the use by Atlantic or a
Subsidiary  of  Atlantic  of  the name "PETS Canada" or "Canadian Private Equity
Trading  System" or such similar name as may be agreed between the parties while
Atlantic  is  using  the  PETS  System  in  accordance  with  the  terms of this
Agreement. Atlantic hereby assigns to PTML and agrees to cause its Subsidiary to
assign  PTML  all rights to use the name "PETS" which either of them may have or
may  acquire  through  use  or  otherwise.

4.8     ACCESS TO PREMISES
        ------------------

Atlantic  will  permit  PTML  or  its  agents,  on 24 hours notice, to enter any
premises  of  Atlantic  and  any  Subsidiary  to inspect the manner in which the
Business  is  being  run,  to  speak to the staff of Atlantic and any Subsidiary
about  the  Business,  and to ensure that the standards associated with the PETS
System,  and the Trademarks are being achieved and maintained and to ensure that
Atlantic  and  any  Subsidiary  are  complying  with  the  requirements  of this
Agreement  and  the  Manual.

4.9     REPORTS
        -------

Atlantic  will  provide  to  PTML  monthly reports on the Business on the second
Monday  of  each month or, if that day is a public holiday, on the next business
day,  in  such  form  as  may  be reasonably required by PTML from time to time.

4.10     COMPLIANCE WITH LAWS
         --------------------

Atlantic  will  comply  with  all  local,  national and supra-national statutes,
by-laws  and  other  regulations  or  requirements  from  time  to time in force
relating to the operation and conduct of the Business, with particular regard to
ensuring  that all statutory requirements as to safety standards and precautions
are  observed  at all times. Atlantic will obtain all permits and approvals from
local,  national or supra-national government, industrial or similar authorities
which  are


<PAGE>
required  at  law  or  which,  in  the  opinion  of  PTML acting reasonably, are
desirable for the conduct of the Business in the Territory or for the use of the
PETS  System  in  the  Territory.

4.11     CONFIDENTIALITY AND NON-COMPETITION
         -----------------------------------

Atlantic  will  be  bound  by  the  terms  of,  and will ensure that each of its
employees  (including  but not limited to its directors) and subcontractors sign
an  undertaking  of  confidentiality and non-competition in the form attached as
Schedule  "F"  prior  to  being  permitted  access  to  any  of  the Know-how or
Confidential  Information.

4.12     PROMOTIONAL AND ADVERTISING MATERIAL
         ------------------------------------

Atlantic will ensure the uniformity in the design and quality of all promotional
and  advertising material used in the Business by ensuring that such material is
supplied  by  or  has the prior written approval of PTML, and in particular that
Atlantic  only uses PTML designs and Trade-marks as may be directed by PTML from
time  to  time.

4.13     NO ENCUMBRANCES
         ---------------

Without  first  obtaining  the  prior written consent of PTML, Atlantic will not
mortgage,  charge,  pledge, grant security interest in or otherwise encumber the
Business,  this  Agreement,  or any of the rights granted to Atlantic under this
Agreement.

4.14     INSURANCE
         ---------

Atlantic  will  insure  with  a  major reputable insurance company acceptable to
PTML,  acting  reasonably,  to  acquire  such insurance as is deemed adequate by
PTML,  acting  reasonably,  against  all normal and reasonably foreseeable risks
relating  to  the  conduct of the Business as approved by PTML including product
liability howsoever arising, negligence and other acts and omissions by Atlantic
and  any  person  for  whom  Atlantic  is responsible, all public and employees'
liability,  death of and injury to any customer and any other person, and damage
to  any  motor  vehicle  used  by Atlantic. Atlantic will provide copies of such
insurance  policies  and  proof  of  premium  payments  to  PTML  upon  request.

4.15     NOTIFICATION OF COMPETITORS
         ---------------------------

Atlantic  shall  immediately  notify PTML in writing of the details of any party
seeking  to  compete  with  the  Business or the PETS System, and of any similar
concepts  or  businesses,  in  the  Territory.

4.16     STANDARDS AND REPUTATION
         ------------------------

Atlantic  will  not  bring  the  Business  into disrepute, and at all times will
maintain  the  high  standards  associated  with  the  PETS  System.


<PAGE>
4.17     ENQUIRIES
         ---------

Atlantic will immediately refer to PTML any enquiry regarding or request for the
use  of  the  PETS  System  outside  of  the  Territory.

4.18     INFORMATION
         -----------

Where  permitted  by  any  securities  regulatory authority having jurisdiction,
Atlantic  will  provide  to  PTML  the  following information on a timely basis:

     (a)  all  quality  assurance  studies  in  respect  of the PETS System, the
          Products  or  the  Business;

     (b)  all  information on failure rates for the PETS System or the Products;

     (c)  all  information  on  problems  relating  to  the  PETS  System or the
          Products  either  known  to  or  reported  to  Atlantic;

     (d)  all  system  performance studies and maintenance or repair statistics;

     (e)  all  information  relating  to any product liability or similar claims
          and  legal  proceedings  in  respect  of  product liability or similar
          claims;

     (f)  all  marketing  studies  including, without limiting the generality of
          the  foregoing,  consumer  responses,  sales  figures  and  customer
          profiles;

     (g)  quantitative  data  on sales, such as (by way of example only) by PETS
          System,  by  Product,  by  customer  or  by  location;  and

     (h)  any  other  information  reasonably  requested  by  PTML.

4.19     WRITTEN APPROVAL
         ----------------

In  all  cases  where  the  approval of PTML is required, Atlantic will seek and
obtain  such approval in writing notwithstanding that any such approval may have
been  given  orally  in  the  first  instance.

4.20     USE OF KNOW-HOW
         ---------------

Atlantic  will  not  use  any  of  the  Know-how  for any purpose other than the
exploitation  of  the  Business  for  the  benefit  of  Atlantic

4.21     COMMUNICATION OF KNOW-HOW
         -------------------------

Atlantic  will  communicate to PTML in writing any material Know-how gained from
experience  in  carrying  on  the  Business  and  will  allow PTML and its other
licensees  non-exclusive,  cost  free  use  of such Know-how resulting from that
experience.


<PAGE>
4.22     ADVERTISING AND PROMOTION
         -------------------------

For  the  first  year  of  this  Agreement,  Atlantic  will spend such amount on
advertising  and  promotion  as  is  necessary  to  promote  the Business in the
Territory  as  agreed  between  the parties from time to time acting reasonably,
having  regard for the overall worldwide development of the PETS System and with
a  target  of  generating  a minimum of $1,000,000 in Royalties to PTML in every
year of this Agreement. Atlantic will have the right to conduct such advertising
and  promotions  in  respect  of  the  Business  as  Atlantic, in its reasonable
discretion,  may  desire,  provided  that:

     (a)  Atlantic will advertise and promote only in a manner that will reflect
          favourably  on  PTML, the PETS System, the Products and the good name,
          goodwill  and  reputation  of  each  of  them;

     (b)  Atlantic  will  submit  in  writing  to  PTML  for  its  prior written
          approval,  which  approval will not be unreasonably withheld or unduly
          delayed,  all advertising and promotions to be used by Atlantic. Until
          PTML  gives  its prior written approval to the use of such advertising
          and  promotions,  Atlantic  will  not  use  or  proceed  with  them;

     (c)  Atlantic  acknowledges  that  PTML and its Subsidiaries and Affiliates
          are  the  exclusive  owners  of  all  copyright in all advertising and
          promotional  material prepared by or on behalf of PTML, which shall be
          deemed  to include all such material approved by PTML. Atlantic hereby
          assigns  to PTML any and all copyright Atlantic may have or acquire in
          any  advertising or promotional materials developed or to be developed
          by  or  for  Atlantic; and

     (d)  Atlantic  acknowledges  that  PTML and its subsidiaries and Affiliates
          are  the  exclusive  owners of all trademark rights in all advertising
          and promotional material prepared by or on behalf of PTML, which shall
          be  deemed  to  include  all  such material approved by PTML. Atlantic
          hereby  assigns to PTML any and all trademark rights Atlantic may have
          or acquire in any advertising or promotional materials developed or to
          be  developed  by  or  for  Atlantic.

4.23     TAXES
         -----

Atlantic  will  pay  all  taxes  due  and  payable  due to or resulting from the
execution  of  this Agreement, but shall not be liable for any taxes of PTML and
shall  be  entitled  to  withhold (for the account of PTML and not Atlantic) any
amount  required  to  be  withheld  by  the governing laws in the Territory with
respect  to  any  payments  to  PTML  hereunder.

4.24     NOTICE OF CLAIMS
         ----------------

Atlantic  will  notify  PTML  in  writing  immediately  of any accident, injury,
occurrence or event that may give rise to a liability of, or claim against, PTML
or  Atlantic  or  a  Subsidiary  or  Affiliate  of either of them or which could
materially  affect the business of PTML or Atlantic or a Subsidiary or Affiliate
of  either of them, In no event will such notice be provided later than the date
on  which  Atlantic  notifies  its  insurance  company.


<PAGE>
4.25     WARRANTIES
         ----------

Atlantic  will  not make any statements, representations or claims and will give
no  warranties to any customer or potential customers in respect of the Business
or  the  PETS System, the Products or the Software, except those which have been
specifically  authorized by PTML either in writing or in the Manuals in force at
the  relevant  time.

4.26     CORRUPT PRACTICES
         -----------------

Atlantic  will  not, and Atlantic will ensure that each of its employees do not,
knowingly  offer  or  make  payments,  or offer or provide anything of value, to
officials  of  any  government  with  the  intent  to influence the governmental
actions  of  those  officials  in  a way that would violate applicable national,
federal,  state or local laws against corrupt practices or payments, or relating
to  incidental  record  keeping  requirements.

4.27     EXPORT LICENSING AND CUSTOMS
         ----------------------------

Atlantic  will  ensure that it acts in compliance with local applicable laws and
regulations  relating  to  the  authorization of exports and re-exports, imports
duties,  marking  of  goods and all other customs requirements, and will, to the
extent  such laws are applicable, act in compliance with all Canadian applicable
laws  and  regulations  regarding  the  same.

4.28     EXCLUSIVITY
         -----------

Without  limiting  the generality of the other obligations of Atlantic specified
in this Agreement, Atlantic will to the extent possible use only the PETS System
for  all  of  its  private  equity  trading  services.

4.29     NON-COMPETITION
         ---------------

During  the  term  of  this  Agreement,  PTML covenants that it will not, except
through  Atlantic,  and  Atlantic  covenants  that it will not, be interested or
concerned  (whether as a shareholder, partner, member, proprietor, joint venture
participant,  consultant,  contractor  or otherwise), directly or indirectly, or
through  any  Subsidiary  or Affiliate, in any person, firm, company or business
engaged  in  or  interested or concerned in any business which directly competes
with  or  which  will  cause material adverse effect to the business of Atlantic
including,  without  limiting the generality of the foregoing, any business that
involves  the  establishment  or maintenance of a private equity trading system.

                                    ARTICLE 5
                                 QUALITY CONTROL

5.1     QUALITY CONTROL SPECIFICATIONS
        ------------------------------

In  order  to  protect the intellectual property rights of PTML and maintain the
common  identity and reputation of PTML, the PETS System and the network of PTML
licensees, Atlantic will, at a minimum, comply with the quality control, service
inspection testing and safety specifications and requirements provided from time
to  time  by  PTML  for  the  Business.  Atlantic  will  permit


<PAGE>
PTML,  at  its  own  expense,  to  inspect  the  Business operations of Atlantic
generally,  in  order  to  determine  if Atlantic has adhered to such standards;
provided  that  PTML  and  its  relevant  employees and agents shall execute any
confidentiality  undertaking  generally  requested by Atlantic and disclose only
such  information  which  may  be legally disclosed to PTML pursuant to Canadian
federal  and  provincial  privacy  legislation. Atlantic acknowledges and agrees
that maintaining the highest possible quality and service standards for the PETS
System  is  to  be  accorded the highest possible priority. Nothing contained in
this  Section shall reduce the obligation of Atlantic to operate the PETS System
in  compliance  with  the  applicable  securities  laws  of  the  Territory.

                                    ARTICLE 6
                                SOFTWARE LICENSE

6.1     SOFTWARE LICENSE
        ----------------

Subject  to  the  terms  of  this  Agreement  including,  without  limiting  the
generality  of  the  foregoing,  any  Software License Terms which are specified
either  in  Schedule  "A"  or in a Software Addendum, PTML grants to Atlantic an
exclusive  license  in the Territory to use the binary code of the Software only
for  the  Business,  and  only at the location and on the equipment specified by
PTML  and  specified  in writing in Schedule "A" or in a Software Addendum, PTML
acknowledges  that  the  license granted in this Section does permit Atlantic to
sub-license  the  use  of  the  PETS  System  in  the  Territory  to  authorized
Sub-licensees.  Atlantic  acknowledges that such sub-license does not permit the
use  of  all  or  any  part of the Software by any third party, unless otherwise
expressly  permitted  in  Schedule  "A"  or  in  a  Software  Addendum. Atlantic
acknowledges  that  the license granted in this Section does not permit Atlantic
or  its  Sub-licensees  to  have  the  use  of  the source code of the Software.

6.2     DELIVERY AND DELIVERABLES
        -------------------------

PTML  will  deliver each item of the Software to Atlantic as and when available,
unless  otherwise  specifically  provided  in  Schedule  "A"  or  in  a Software
Addendum. Delivery of the Software may be delayed by PTML if it is necessary for
PTML  or  its  Subsidiaries  or  Affiliates to obtain export permission from any
applicable  government  department  of any country having jurisdiction over such
distribution.  PTML  will  deliver each item of the Software to Atlantic by such
means as PTML may reasonably select, without charge except as expressly provided
in  this  Agreement  or other written agreement between PTML and Atlantic. If an
item  of the Software is lost or damaged during delivery, PTML will replace that
item  of  the  Software  at  no  additional cost. Together with each item of the
Software,  PTML  will  deliver  any  Manuals or other documentation specified in
Schedule  "A"  or in a Software Addendum. Each item of the Software is deemed to
have  been  accepted by Atlantic upon the earlier of Atlantic communicating that
acceptance  to  PTML or the first commercial use by Atlantic of that item of the
Software.

6.3     SUPPORT SERVICES
        ----------------

PTML,  or  a  designated  Subsidiary  or  Affiliate,  will provide the following
software  support  services  to  Atlantic,  at  no  cost  to  Atlantic:


<PAGE>
     (a)  Telephone  or  Electronic  Technical  Support. PTML, or its designated
          ---------------------------------------------
          Subsidiary  or  Affiliate,  will  provide  reasonable  telephone  or
          electronic  technical  support during Canadian regular business hours,
          five  days  a  week,  from  a support location designated by PTML, for
          those  personnel  of  Atlantic  who are designated by Atlantic and who
          support  the  Software.

     (b)  Fixes.  If Atlantic experiences a problem with an item of the Software
          -----
          which  prevents  all  useful  work from being done, PTML will commence
          work (or cause the applicable third party responsible for that item of
          the  Software  to  commence work) within 24 hours of being informed of
          such problem, and will use its best efforts to provide a fix or a work
          around  as  quickly  as  possible.  PTML  will use its best efforts to
          correct  any  other  problems  in  the  next  general  release  of the
          Software.

     (c)  New Versions and Releases. PTML will provide new versions and releases
          -------------------------
          of  the  Software,  which  may  contain either or both enhancements to
          existing  functions  and  corrections to minor defects which have been
          reported reasonably in advance of the version or release date, as such
          new versions and releases are made available by PTML to its licensees.

     (d)  Designated  Site.  The  support  services  provided  by  PTML  or  its
          ----------------
          designated  Subsidiary  or Affiliate will be provided to a single site
          of  Atlantic to be designated by written notice from Atlantic to PTML.
          The  location  of  the designated site may be changed by 14 days prior
          notice  in  writing  from  Atlantic  to  PTML.

     (e)  Product  Support.  Software support services will only be provided for
          ----------------
          the  current  release  of  the item of Software in effect from time to
          time.  If  Atlantic  requests software support services from PTML, and
          the  cause  of the reported problem is subsequently determined by PTML
          to be the result of the use of a release of the item of Software which
          is  not  supported,  or  modifications made to the Software by persons
          other  than  PTML or its Subsidiaries or Affiliates, or malfunctioning
          computer  hardware  or other software or abnormal operating conditions
          or  accidental  damage  to  the  item  of  Software  (electrical  or
          otherwise),  then Atlantic will pay PTML on a time and materials basis
          for  the performance of such services at PTML's then current rates for
          such  services.

6.4     SOFTWARE EDUCATION SERVICES
        ---------------------------

Upon  request  by  Atlantic, PTML or its designated Subsidiary or Affiliate will
provide  software  education  and  training  services to Atlantic, at no cost to
Atlantic,  once  for  each  product  offered.  PTML  and  Atlantic will mutually
determine  the  time, duration, size of class and number of instructors prior to
each course. Atlantic may videotape the courses for internal use only. Education
services  will  be  delivered  at  Atlantic's  office  in Toronto, Canada unless
otherwise  agreed  between  PTML  and  Atlantic.  If education services are at a
location requested by Atlantic, then Atlantic will reimburse PTML for the travel
and  living  expenses  of  PTML's  personnel.


<PAGE>
6.5     LIMITED WARRANTY ON SOFTWARE
        ----------------------------

PTML has granted a limited warranty to begin on the date of delivery of any item
of  the  Software  to  Atlantic  and  to  expire  at  the  earliest  of:

     (a)  the  expiration  of  60 days, provided that Atlantic has not, prior to
          that  date,  advised  PTML  in  writing  of any failure of the item of
          Software  to conform with the specifications for that item of Software
          as  set  forth  in  the  Manuals  for  that  item  of  Software;

     (b)  the  expiration  of  30  days from the date of delivery of a corrected
          item  of  Software  to  Atlantic, if PTML has been required to correct
          identified  non-conformities  pursuant  to  this  warranty;  or

     (c)  the date upon which the item of Software is first used on a commercial
          basis  by  Atlantic.

During  the warranty period, PTML warrants that, upon receipt from Atlantic of a
written  explanation  of any failure of the item of Software to conform with the
functional  specifications  set  forth in the Manuals for that item of Software,
including sufficient detail to permit PTML (or the responsible third parties) to
correct  them, PTML will use its best efforts to correct (or have the applicable
third parties correct) the non-conformities. Upon delivery of the corrected item
of  Software, the warranty period will be extended pursuant to clause (b) above.
The  sole remedy of Atlantic for any breach of the warranty in this Section will
be  the  right  to  require  PTML  to  use  its  best  efforts  to  correct  the
non-conformities.

6.6     WARRANTY ON SOFTWARE SUPPORT SERVICES
        -------------------------------------

PTML  warrants  that  the  software  support  services to be provided by PTML to
Atlantic  will  be  performed  to  the  standards of care and diligence normally
practised  by recognized software firms performing services of a similar nature.
The sole remedy of Atlantic for any breach of this warranty will be the right to
require  PTML  to  reperform  the  services  on  a  timely  basis.

6.7     WARRANTY EXCLUSIONS
        -------------------

THE  FOREGOING  WARRANTIES,  THE  WARRANTIES  IN  SECTION  6.13 AND THE SOFTWARE
SUPPORT  SERVICES  TO  BE  PROVIDED  UNDER SECTION 6.3, ARE IN LIEU OF ALL OTHER
WARRANTIES OR CONDITIONS. PTML, ITS SUBSIDIARIES AND AFFILIATES, AND THE PERSONS
FROM  WHOM  PTML  HAS  OBTAINED  ITS RIGHTS IN RELATION TO THE SOFTWARE, MAKE NO
OTHER  WARRANTY  OR  CONDITION,  EXPRESS  OR  IMPLIED,  AND  THERE ARE EXPRESSLY
EXCLUDED  ALL  IMPLIED  OR  STATUTORY  WARRANTIES  OR  CONDITIONS OF DURABILITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE
OR  OTHERWISE  IN  LAW  OR  FROM  A  COURSE  OF  DEALING  OR  USAGE  OF  TRADE.


<PAGE>
6.8     FURTHER WARRANTY EXCLUSIONS
        ---------------------------

The  above  warranties  will  not  apply  if  the Software has been subjected to
malfunctioning  computer  hardware or software or abnormal operating conditions,
or  has  been damaged accidentally (electrically or otherwise) or if any problem
in  respect  of the performance of the Software is caused in whole or in part by
modifications  to  the  Software  made  by  Atlantic  or  by any third party for
Atlantic. If Atlantic requests correction of a non-conformity in accordance with
the foregoing warranty provisions and the cause of the reported nonconformity is
determined by PTML to be the result of any deed or thing referred to above, then
Atlantic  will  pay  for  the  time and expense which PTML will have incurred to
investigate  the  reported non-conformity, at PTML's then current rates for such
services.

6.9     OPERATION OF SOFTWARE
        ---------------------

Atlantic acknowledges that PTML does not represent or warrant that the operation
of  the  Software  will be error free or that the operation of the Software will
not  be  interrupted  by  reason  of  any  defect  in  the  Software.

6.10     LIMIT ON PTML'S LIABILITY
         -------------------------

Atlantic  agrees  that  the aggregate liability of PTML and its Subsidiaries and
Affiliates  and  their  directors, officers, employees and agents arising out of
contract,  negligence,  strict liability, tort or warranty, or for any breach or
default  entitling Atlantic to rescind or for breach of condition or fundamental
term  or  fundamental breach or otherwise, and related directly or indirectly to
the  Software,  will  not  exceed in total the sum of CDN$1,000,000 for all such
claims,  determined  using  the  exchange rate in effect at the time of payment.

6.11     LIMITATION PERIOD
         -----------------

No  action,  regardless of form, arising out of this Agreement may be brought by
Atlantic  against PTML more than two years after the cause of action has arisen.

6.12     PTML RIGHTS TO LICENSE
         ----------------------

PTML  warrants  that  PTML  is  a  licensed  user  of, or owns, or that PTML has
obtained  from  the  owner  or  authorized distributors and will at all relevant
times  acquire  and retain, all such rights and interests in and to the Software
as  are  necessary and sufficient to grant to Atlantic the licenses specified in
this  Agreement.

6.13     SOFTWARE INFRINGEMENT CLAIMS
         ----------------------------

PTML  will  indemnify  and  hold  harmless  Atlantic and will defend, at its own
expense,  any threatened or actual suit against Atlantic based upon a claim that
the  Software, its use, or the documentation infringes upon a patent, copyright,
trade secret or other intellectual property right of any third party anywhere in
the  world,  and  will pay any settlement, costs and damages awarded, subject to
Sections  6.10  and  6.11,  provided  that:


<PAGE>
     (a)  such infringement has not resulted from a modification of the Software
          which  has been effected by or for Atlantic or from Atlantic combining
          the  Software  or  a portion of the Software with any other program or
          data  and  such  infringement  does  not  result  from  the  use  of a
          particular  release  of the Software where such infringement would not
          have  resulted  from  the  use  of  a  later  release of the Software;

     (b)  PTML  is  notified  in  writing  promptly  of  any  notice received by
          Atlantic  of  any  claim  or  of  any  threatened  or  actual  suit;

     (c)  PTML  will  have the right to control the defense of any claims, suits
          or  proceedings  and  Atlantic  will  not  settle any claims, suits or
          proceedings  without  the  consent  of  PTML;  and

     (d)  at  PTML's  request  and expense, PTML is given sufficient information
          and  other  assistance  by  Atlantic  for  the  defense  of  the same.

Following  receipt  of  a  notice of any such claim or of any such threatened or
actual  suit,  PTML  may,  at  its  option, either procure such rights as may be
required  or  modify  the  Software  or  documentation in a manner sufficient to
assure  Atlantic  the  right  to  continue  to  use  the  Software in the manner
contemplated by this Agreement. This section states the entire liability of PTML
in  respect  of  intellectual  property  rights in the Software or documentation
wherever  and  whenever  subsisting.

6.14     PTML OWNERSHIP
         --------------

Atlantic  acknowledges  that the Software and all products developed by Atlantic
from  the  Software  (including  translations,  compilations,  partial  copies,
derivations, modifications and  updated works and whether of binary code, source
code,  documentation  or  otherwise)  and  all  copyright,  patent  and  other
intellectual  property  rights  in  respect  of  any of them remain the sole and
exclusive  property  of PTML (or where applicable, the entity from whom PTML may
have  licensed  the  same) and except as expressly provided in this Agreement or
otherwise  in writing executed by PTML, no rights in respect of any of them will
vest  in  Atlantic  or  its  associates.

6.15     RESTRICTIONS ON MODIFICATION
         ----------------------------

To  the extent permitted at law, Atlantic waives any rights Atlantic may have or
may  subsequently  acquire,  under copyright legislation or otherwise, to adapt,
modify,  convert  or  translate  the  Software.

                                    ARTICLE 7
                               TRADEMARK LICENSES

7.1     RIGHT OF USE
        ------------

PTML  authorizes  Atlantic  to  use  the  Trademarks itself, during the Term, in
accordance  with  the  terms  of  this  Article 7 and subject to the laws of the
Territory  and  solely  for  the  purpose  of


<PAGE>
promoting  the Business. In any use of the Trademarks, Atlantic will comply with
the  reasonable  directions  of  PTML.

7.2     SUBLICENSING OF TRADEMARKS
        --------------------------

Atlantic  is  not by this Agreement granted the right to, and Atlantic will not,
grant  any  Sub-license  to  others  to  use  any  of  the  Trademarks except as
authorized  under  an  approved  Sub-license agreement. Where licensing of third
parties is necessary to facilitate operation of the Business in the Territory by
Atlantic,  PTML  will upon written request by Atlantic and at Atlantic's expense
license  those  third parties to use the Trademarks on the terms contained in an
approved  Sub-license agreement or if such terms are not contained in a standard
Sub-license agreement, on such terms as PTML considers necessary or advisable to
protect  PTML's  exclusive  rights  in  respect  of  the  Trademarks.

7.3     NO DAMAGE TO GOODWILL OR TRADEMARKS
        -----------------------------------

Atlantic  will  not  do  anything  to  prejudice  or  damage the goodwill in the
Trademarks  or  the  reputation  of  PTML

7.4     TRADEMARK INFRINGEMENT BY THIRD PARTIES
        ---------------------------------------

If  Atlantic  becomes  aware of any infringement of any of the Trademarks by any
other party trading with trademarks similar or identical to the Trademarks, then
Atlantic  will  immediately  notify  PTML  in  writing  of  the  details of such
infringement,  and  provide  to  PTML  all  information within its possession or
control relating to such infringement. PTML will decide, in its sole discretion,
what  action  to  take  against  the  alleged  infringer,  if any. Atlantic will
co-operate  with  and  assist PTML as required by PTML. Atlantic has no right to
take any legal action or to settle any dispute in its own name without the prior
written  consent  of  PTML,  which consent PTML may give or withhold in its sole
discretion, Unless otherwise agreed between PTML and Atlantic, all proceeds from
any  action  will  belong  to  PTML.

7.5     EXTENT OF USE
        -------------

Atlantic  will  use  the  Trademarks in connection with the Business strictly in
accordance  with  this Agreement, and will not use any other trademarks or names
in  connection  with  the  Business, without the prior written approval of PTML.
Atlantic  will  ensure that any items regularly used by Atlantic in the Business
will  carry such Trademarks, words, devices, designs or any combination of them,
with  such  prominence  and  colour  as  may  be  specified  by  PTML.

7.6     PTML REQUIREMENTS
        -----------------

Atlantic  will  comply  with  all  reasonable  requirements  from  time  to time
specified  by  PTML  with regard to the standards to be maintained regarding the
products  or services to be supplied in association with the Trademarks, and the
use  and  presentation of the Trademarks including, without limitation, any such
requirements  as may be specified pursuant to Article 5 or in Schedule "C" or in
any  Trademark  Addendum.  Unless  otherwise  authorized  or directed by PTML in
writing,  each  time  that Atlantic uses a Trademark it will include a statement
such  as  the  following:


<PAGE>
"[insert  Trademark] is a Trademark of The Private Treaty Market Plc, used under
license."

7.7     REGISTERED USER APPLICATION
        ---------------------------

If  required  by  PTML, Atlantic will join with PTML at PTML's expense in making
any applications to become a registered user of the Trademarks in the Territory.
Atlantic  will  comply  with the terms of any such registered user agreement. On
the  termination  of  this  Agreement,  Atlantic  will  co-operate  with PTML in
deregistering  any  license  or  registered user agreement previously registered
with  government authorities in the Territory. Atlantic will assist in preparing
and  executing  any  documents  necessary  to  accomplish  such  deregistration.

7.8     FAILURE OF ANY TRADEMARK
        ------------------------

If  any  Trademark  is  declared  or determined to be invalid or illegal for any
reason  whatsoever  including  but  not  detracting  from  the generality of the
foregoing a decision by the competent courts, legislation, statutes or any other
requirements  having  the  force  of  law,  or  if  PTML determines, in its sole
discretion,  that  it is no longer desirable to use a particular Trademark, then
Atlantic shall immediately cease use of that Trademark, PTML shall not be liable
to  Atlantic  for  any  losses  or  costs associated with the abandonment of the
Trademark,  and  such  event  will  not have any effect on the remainder of this
Agreement,  which  will  remain  in  full  force  and  effect.

If  required  by PTML, Atlantic and its Sub-licensees will enter into a separate
trademark  license agreement containing the term specified in this Article 7 and
such additional or other terms as PTML may consider necessary or appropriate, in
its  sole  discretion,  for  the  protection  of  the  Trademarks.

                                    ARTICLE 8
               DISCLOSURE OF KNOW-HOW AND CONFIDENTIAL INFORMATION

8.1     DEFINITIONS
        -----------

For the purposes of this Agreement, the following words and expressions have the
following  meanings:

"Confidential  Information"  means:

     (a)  all  information  disclosed  by  PTML  to  Atlantic including, without
          limitation,  the Software, the Manuals and the Know-how or by Atlantic
          to  PTML,  whether  disclosed  before  or  after the execution of this
          Agreement;

     (b)  the  terms  of  this  Agreement;  and

     (c)  without  limiting  the  generality  of  clause  (a),  all  financial,
          operating,  technical  and  other information and materials concerning
          any  party, or its direct or indirect subsidiaries and its properties,
          assets  and  prospects  which  is  furnished to a Receiving Party by a
          Disclosing  Party;

     (d)  the  Know-how;  and

     (e)  the  Transaction  Information;


<PAGE>
          provided however that the processing of a transaction through the PTML
          System  shall not be considered disclosure of Confidential Information
          by  any  party, and all data collected by PTML or Atlantic relating to
          transactions  effected by Atlantic customers over the PTML System will
          be  considered  Confidential  Information  of  PTML,  and in any event
          Confidential  Information  will  not  include:

     (f)  any  information which is generally available to the public or becomes
          available  as  a  result of a disclosure by any party as allowed under
          the  provisions  of  this  Agreement;

     (g)  any  information  which  was  available  to  the  Receiving Party on a
          non-confidential  basis prior to its disclosure to the Receiving Party
          provided  that within thirty days after disclosure the Receiving Party
          proves  that availability with evidence satisfactory to the Disclosing
          Party,  acting  reasonably;

     (h)  any  information  which  becomes available to the Receiving Party on a
          non-confidential  basis  from a third party, provided that such source
          is  not  to  the  knowledge  of  the  Receiving  Party  bound  by  a
          confidentiality  agreement  with  the  Disclosing  Party  or  its
          Representatives;

     (i)  any  information  which  is  required  to  be  disclosed by a court of
          competent  jurisdiction;  or

     (j)  any  information  which  is  required  to be disclosed pursuant to the
          timely  disclosure  requirements  imposed  by law or by stock exchange
          policies  applicable  to  the Receiving Party and, in such cases, only
          where  the Disclosing Party has been given a reasonable opportunity to
          review such proposed disclosure and the Receiving Party has maintained
          confidentiality to the greatest extent permissible under such laws and
          policies.

     "Disclosing  Party"  means  a  party  which  has  disclosed  Confidential
     Information  to  another  party.

     "Receiving  Party"  means  a  party  to  whom  Confidential  Information is
     disclosed.

     "Representatives"  means,  with  respect  to  any  party,  the  designated
     representatives  of  that  party  and  its  directors, officers, employees,
     financial,  legal and accounting advisors and other agents who need to know
     the  Confidential  Information  or Transaction Information for the purposes
     specified  in  this  Article.

     "Transaction  Information"  means:

     (a)  the  fact  that  information has been made available from one party to
          another,  or  is  being  inspected;

     (b)  the  fact  that  any  discussions  or  negotiations  are  taking place
          concerning this Agreement, Atlantic, or any other possible association
          between  the  parties;  or


<PAGE>
     (c)  any of the terms, conditions or other facts relating to this Agreement
          or  any  other possible association between the parties, including the
          status  of  this  Agreement  or  any  such  possible  association.

8.2     CONFIDENTIALITY
        ---------------

Each  Receiving  Party  will  not  make  any use of any Confidential Information
disclosed  by  a  Disclosing  Party  except in accordance with the terms of this
Agreement,  and  all  such  Confidential  Information  will be used only for the
purpose  of  furthering  the business and operations of Atlantic. Each Receiving
Party  will  retain in confidence all such Confidential Information. A Receiving
Party  will  not  acquire  any interest in any Confidential Information received
from  a  Disclosing  Party  by  reason  of  this  Agreement  or by reason of the
disclosure  of  such  Confidential  Information pursuant to this Agreement. Each
Receiving  Party  shall  not  disclose  to any third party any such Confidential
Information  or  allow  such Confidential Information to be disclosed, except in
accordance  with  the  terms  of  this  Agreement.

8.3     TRANSACTION INFORMATION
        -----------------------

Without the prior written consent of the other parties, none of the parties will
disclose,  and  each  of  the  parties  will  cause their Representatives not to
disclose,  to  any person any Transaction Information as that term is defined in
Section  8.1  above.

8.4     PROTECTION OF CONFIDENTIAL INFORMATION
        --------------------------------------

Each  Receiving  Party  will  take  the  steps  necessary  to  protect  the
confidentiality of all Confidential Information disclosed by a Disclosing Party.
Each  such  Receiving  Party will each take appropriate action by instruction or
agreement  with  its  Representatives  to  protect  the  confidentiality of such
Confidential  Information  and to ensure that each of the Representatives of the
Receiving  Party  is  bound  by  the  obligation specified in this Article. Each
Receiving Party will be responsible for any breach of this Article by any of its
Representatives. Atlantic will cause each of its Representatives to enter into a
confidentiality  agreement  with  Atlantic,  by  which such Representatives will
agree  to  comply with the obligations specified in this Article. Each Receiving
Party  will  provide  at least the same level of protection as it affords to its
own  proprietary information. Each Receiving Party will not make or allow copies
of  such  Confidential  Information  to be made. Any copies of such Confidential
Information  which  are  made  by  a  Receiving Party will include all copyright
notices  and  any  other  proprietary  notices  contained  in  such Confidential
Information,  and  will  display  such  notices  not  less prominently than such
notices are displayed in such Confidential Information. The Receiving Party will
not  remove  or  permit  such  notices  to  be  removed.

8.5     NO SUB-LICENSING OF CONFIDENTIAL INFORMATION
        --------------------------------------------

For  clarity, and without limiting the generality of any other provision of this
Agreement,  Atlantic is not by this Agreement granted the right to, and Atlantic
will  not,  grant  any  sub-license  to  others  to  use any of the Confidential
Information  disclosed  to it by PTML without the prior written consent of PTML.


<PAGE>
8.6     CERTAIN DISCLOSURES
        -------------------

The  parties  acknowledge that it may be necessary for the purpose of furthering
the  business and operations of Atlantic to disclose Confidential Information to
governmental  agencies.  The  parties  agree  that such disclosures will be made
jointly  and  will  not  be  made without prior agreement between them as to the
time,  form  and  substance  of  such  disclosure.

8.7     DISCLOSURE REQUIRED BY LAW
        --------------------------

If  any  Receiving  Party  or  the  Representatives  of  any Receiving Party are
requested  pursuant  to, or are required by, applicable law, regulation or legal
process  to  disclose  any  Confidential Information or Transaction Information,
then  the  Receiving  Party  will  promptly  notify  the Disclosing Party and so
confirm  in  writing, so that appropriate remedies may be taken or compliance be
waived  with  the  terms  of  this  Agreement. In such case, the Receiving Party
requested  or  required  to  disclose  Confidential  information  or Transaction
Information,  as  applicable, and as advised by counsel, will disclose only that
portion  of  the  Confidential  Information  or Transaction Information which is
legally  required  to  be  disclosed and will exercise all reasonable efforts to
obtain  reliable  assurance  that  confidential  treatment  will be accorded the
disclosed  Confidential  Information  or  Transaction  Information.

8.8     USE OF KNOW-HOW AND IMPROVEMENTS
        --------------------------------

In  the  event  of  any  inconsistency between the terms of this Article and the
terms  of  Section  4.20 or Article 11, the terms of Section 4.20 and Article 11
shall  be  superseded  by  the  terms  of  this  Article.

8.9     INJUNCTIVE RELIEF
        -----------------

The  parties  each  acknowledge that irreparable harm will result if they breach
their  obligations  under this Article. The parties each acknowledge that such a
breach  would  not  be properly compensable by an award of damages. Accordingly,
the  parties  each  agree  that the remedies for any such breach may include, in
addition  to  other  available  remedies and damages, injunctive relief or other
equitable  relief  enjoining  such  breach  at  the  earliest  possible  date.

8.10     SURVIVAL
         --------

The  obligations  under  this  Article  will  continue  during  the term of this
Agreement,  and  for a period of three years after the expiration or termination
of  this  Agreement.

                                    ARTICLE 9
                                    COPYRIGHT

9.1     OWNERSHIP OF MANUALS
        --------------------

The  Manuals  and any translation of the Manuals, together with the copyright in
them,  will at all times remain the property of PTML. Any updates to the Manuals
provided  from  time to time, any translation of them, and the copyright in both
the  updates  and  the  translations,  will  at  all


<PAGE>
times  remain  the  property  of PTML. Atlantic will not make or use any copies,
translations,  derivations  or  alternative versions of the Manuals, without the
prior  written  consent  of  PTML.

9.2     TRANSLATIONS
        ------------

Atlantic  will  not  make  or use any translations of any marketing materials or
end-user  sub-licenses  without  the  prior  written  consent  of  PTML.

9.3     COPIES OF SOFTWARE, SUB-LICENSES AND MANUALS FOR SUB-LICENSEES
        --------------------------------------------------------------

PTML  will provide to Atlantic one complete reproducible set of the Software and
end-user  sub-licenses for distribution to Sub-licensees and end-users, and PTML
will  make  copies  of or provide electronic access to Manuals for Sub-licensees
and  end-users.  Subject  to any restrictions in licenses between PTML and third
party  copyright  owners  or  authorized  distributors relating to the Software,
Atlantic  will  be permitted to reproduce any copies, derivations or alternative
versions  of  the  Software,  sub-licenses  or  Manuals  for  Sub-licensees  and
end-users,  without  the  prior  written  consent  of  PTML.

9.4     TRAINING  AND  ADVERTISING  MATERIALS
        -------------------------------------

The  copyright  in  any  training  and advertising materials provided by PTML to
Atlantic,  and  any translation of such training and advertising materials, will
at  all  times  remain  the property of PTML. PTML hereby grants to Atlantic the
right  to  reproduce  such materials in the same form as the originals, only for
the  purpose  of  the  Business.

                                   ARTICLE 10
                 PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS

10.1     PATENTED TECHNOLOGY
         -------------------

The  PTML  System  does  not, at this time, include patented technology. If PTML
subsequently  acquires  ownership  or licenses of patented technology which PTML
considers  necessary  or  appropriate  for  the operation of the Business in the
Territory,  then  PTML  and  Atlantic  will  amend  this Agreement to include an
appropriate  license of such patented technology, on such terms as PTML may then
require  of  its  licensees,  acting  reasonably.

                                   ARTICLE 11
                            RESEARCH AND DEVELOPMENT

11.1     IMPROVEMENTS
         ------------

Atlantic  will  use  all  reasonable  endeavours to conceive and develop new and
improved  methods  of  carrying  out  the Business and the PETS System and their
utilization,  including  improvements and additions to the PETS System, Products
and  Software  (all  such conceptions, developments, improvements, additions and
modifications  are  herein  collectively  referred  to  as  the "Improvements").
Atlantic will promptly disclose to PTML any Improvements, whether made by or for
Atlantic.  PTML  will  determine  in  its  sole  discretion  the feasibility and
desirability  of  incorporating the Improvements into the Business, PETS System,
Products,  Software  or  any


<PAGE>
combination  of  them.  Any Improvement solely originating from and developed by
Atlantic  that is incorporated into the PTML System will be licensed to Atlantic
under  this Agreement, without additional royalties. Other Improvements that are
incorporated  into the PTML System will be licensed to Atlantic on such terms as
PTML  may  then  require  of  its  licensees,  acting  reasonably.

11.2     TITLE TO IMPROVEMENTS
         ---------------------

Atlantic  agrees that neither it nor any employee or contractor will acquire any
rights  in  any Improvements, and that all such Improvements are the property of
PTML,  whether made by or for PTML or Atlantic or any Subsidiary or Affiliate of
any  of  them  or  by  or  for  any  employee or contractor of PTML or Atlantic.
Atlantic  hereby irrevocably and unconditionally assigns to PTML all present and
future tight, title and interest it may have in respect of any Improvements, and
Atlantic  will  promptly  execute  and  deliver,  and  cause  its  Subsidiaries,
Affiliates,  agents,  employees and contractors to promptly execute and deliver,
to  PTML  such  further documents and assurances and take such further action as
PTML  may  from  time to time request in order to more effectively carry out the
intent  and  purpose  of  this Section, and to establish and protect the rights,
interests  and  remedies  of  PTML.

                                   ARTICLE 12
                  INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

12.1     INFRINGEMENT OF PTML INTELLECTUAL PROPERTY BY A THIRD PARTY
         -----------------------------------------------------------

If  Atlantic  becomes aware of any infringement by any third party of any of the
intellectual  property  used  in  the  Business or the System including, without
limitation,  any  patent,  industrial  design, copyright, trademark, trade name,
trade  secret, know-how, Confidential Information or Improvements (collectively,
"PTML  Intellectual  Property"),  then  Atlantic will immediately notify PTML in
writing of the details of such infringement, and provide to PTML all information
within  its  possession  or  control  relating  to  such infringement. PTML will
decide,  in  its  sole  discretion,  what  action  to  take  against the alleged
infringer,  if any. PTML shall not be liable to Atlantic for any failure to take
action.  Atlantic  will  co-operate  with  and  assist PTML as required by PTML.
Atlantic  has  no  right  to  take  any  legal  action  or to settle any dispute
regarding  any  such  third party infringement in its own name without the prior
written  consent  of  PTML,  which consent PTML may give or withhold in its sole
discretion.  Unless  otherwise agreed between PTML and Atlantic, PTML shall bear
the  costs  and expenses of any such proceedings and any proceeds from any third
party  infringement  action  will  belong  to  PTML.

12.2     THIRD PARTY CLAIM THAT PTML INTELLECTUAL PROPERTY INFRINGES
         -----------------------------------------------------------

PTML  will  indemnify  and  hold  harmless  Atlantic and will defend, at its own
expense,  any threatened or actual suit against Atlantic based upon a claim that
the  PTML  Intellectual Property infringes upon the intellectual property rights
of any third party anywhere in the world, and will pay any settlement, costs and
damages  awarded,  subject  to  Article  13,  provided  that:

     (a)  such  infringement  has  not  resulted from a modification of the PTML
          Intellectual  Property  which  has been effected by or for Atlantic or
          from Atlantic combining the PTML Intellectual Property or a portion of
          it  with  any  other  intellectual  property;


<PAGE>
     (b)  PTML  is  notified  in  writing  promptly  of  any  notice received by
          Atlantic  of  any  claim  or  of  any  threatened  or  actual  suit;

     (c)  PTML  will  have the right to control the defense of any claims, suits
          or  proceedings  and  Atlantic  will  not  settle any claims, suits or
          proceedings  without  the  consent  of  PTML;  and

     (d)  at  PTML's  request  and expense, PTML is given sufficient information
          and  other  assistance  by  Atlantic  for  the  defense  of  the same.

Following  receipt  of  a  notice of any such claim or of any such threatened or
actual  suit,  PTML  may,  at  its  option, either procure such rights as may be
required  or  modify  the  PTML  Intellectual Property in a manner sufficient to
assure  Atlantic  the right to continue to use the PTML Intellectual Property as
contemplated by this Agreement. This section states the entire liability of PTML
in  respect  of the PTML Intellectual Property wherever and whenever subsisting.

                                   ARTICLE 13
                               LIMITED WARRANTIES

13.1     WARRANTY EXCLUSIONS
         -------------------

THE  WARRANTIES  EXPRESSLY  SET  OUT  IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER
WARRANTIES OR CONDITIONS. PTML, ITS SUBSIDIARIES AND AFFILIATES, AND THE PERSONS
FROM  WHOM  PTML  HAS  OBTAINED  ITS RIGHTS IN RELATION TO THE PTML INTELLECTUAL
PROPERTY, MAKE NO OTHER WARRANTY OR CONDITION, EXPRESS OR IMPLIED, AND THERE ARE
EXPRESSLY  EXCLUDED  ALL  IMPLIED  OR  STATUTORY  WARRANTIES  OR  CONDITIONS  OF
DURABILITY,  MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR  PURPOSE AND THOSE
ARISING  BY  STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF
TRADE.

13.2     LIMIT ON PTML'S LIABILITY
         -------------------------

Atlantic  agrees  that  the aggregate liability of PTML and its Subsidiaries and
Affiliates  and  their  directors, officers, employees and agents arising out of
contract,  negligence,  strict liability, tort or warranty, or for any breach or
default  entitling Atlantic to rescind or for breach of condition or fundamental
term  or  fundamental breach or otherwise, in any way relating to this Agreement
or any of the transactions contemplated herein, will not exceed in total the sum
of  CDN$1,000,000  for  all  such  claims, determined using the exchange rate in
effect  at  the  time  of  payment.

13.3     LIMITATION PERIOD
         -----------------

No  action,  regardless of form, arising out of this Agreement may be brought by
Atlantic  against  PTML more than two years after Atlantic has become aware that
the  cause  of  action  has  arisen.


<PAGE>
13.4     AGREEMENT BENEFITS EMPLOYEES AND AGENTS
         ---------------------------------------

Every  exemption  from  liability,  limitation  and  condition contained in this
Agreement  for  the benefit of PTML and every defence and immunity of whatsoever
nature applicable to PTML or to which PTML is entitled under this Agreement will
also  be available and will extend to Subsidiaries and Affiliates of PTML or the
directors,  officers, employees, agents and independent contractors from time to
time  of  PTML or of any Subsidiary or Affiliate of PTML and, for the purpose of
all such provisions and this section, PTML is and will be deemed to be acting as
agent  and  trustee  on  behalf  of  and  for  the  benefit  of  all  of  them.

13.5     NO REPRESENTATION AS TO PROFITABILITY
         -------------------------------------

Atlantic  acknowledges  that  no  representation has been made by PTML as to the
future  profitability  of  the  Business.

                                   ARTICLE 14
                           LICENSE FEES AND ACCOUNTING

14.1     PTML LICENSE FEE
         ----------------

For  the  Initial  Term,  PTML  and  Atlantic  confirm that Atlantic shall pay a
license  fee  of $250,000 (the "License Fee") for each quarter of each financial
year  of  the  Business (a "Financial Quarter"), within 15 days after the end of
that  Financial  Quarter,  commencing  with the first Financial Quarter in which
Revenue is earned by Atlantic. During the Initial Term, the License Fee shall be
paid  only  from Revenue, and there shall be no accrual by which the License Fee
exceeds  the  amount  paid from Revenue. After the Initial Term, the License Fee
shall  be  paid  to PTML within 15 days after the end of each Financial Quarter,
whether or not Revenues have been earned by Atlantic. After the Initial Term the
License  Fee  shall be paid to PTML without deduction or right of setoff against
payment  of  Royalties.

14.2     PTML ROYALTIES
         --------------

In  addition  to  the  License  Fee  referred  to above, Atlantic shall pay PTML
Royalties  calculated  in  accordance  with  Schedule E. Unless otherwise agreed
between  Atlantic  and  PTML,  Royalties  payable  under  this  section  will be
allocated  and paid, for each Financial Quarter, within 15 days after the end of
that  Financial  Quarter,  commencing  with the first Financial Quarter in which
Revenue is received. Payments to be made to PTML will be made to such person and
at  such  location  as  PTML may specify from time to time by notice in writing.
Together  with  each  payment, Atlantic will deliver an accounting in reasonable
detail  to  confirm  the  calculation  of  the  amount  so  paid.

14.3     OTHER CHARGES
         -------------

Atlantic  will  be  responsible  for  paying  all  of  the costs associated with
establishing  an  Atlantic  help  desk,  including  the cost (where requested by
Atlantic)  of  PTML providing consulting and support services, and preparing and
submitting  responses  to  requests  for  proposals.


<PAGE>
14.4     EXPENSES
         --------

Atlantic  will  reimburse  PTML  for  all  reasonable  expenses  necessarily and
actually  incurred  by  PTML  in  the  performance  of any services for Atlantic
(including,  without  limiting  the  generality  of  the foregoing, the software
support services described in Section 6), provided that PTML submits to Atlantic
detailed  invoices  and  supporting documentation acceptable to Atlantic, acting
reasonably.  If  employees  of PTML are required to provide services (including,
without limiting the generality of the foregoing, the software support services)
at locations other than their own premises, reasonable expenses will include all
reasonable  travel, accommodation and food expenses of such employees. PTML will
invoice  Atlantic  for  such  fees  and  expenses  monthly  in arrears. All such
invoices  will  be  payable  by Atlantic within 30 days of the date of each such
invoice.

14.5     GOVERNMENT CHARGES
         ------------------

The  amounts  specified  in  this  Article  are exclusive of any federal, state,
provincial  or  municipal  tariffs,  duties,  sales  taxes, use taxes or similar
taxes,  which  will  be  paid  by  Atlantic.

14.6     INTEREST
         --------

If  any  payment required to be made by Atlantic to PTML under this Agreement is
not  paid  when due, Atlantic will also pay to PTML interest on such amount from
the  date  when  payment  is  due  until the date payment is made at the rate of
interest  specified  in  Section  16.6.

14.7     BOOKS AND RECORDS
         ------------------

PTML  and  Atlantic  will  maintain  current,  complete  and  proper  books  and
accounting records relating to the Business and all transactions relating to the
receipt  of,  and  the  calculation of the amount of, Revenue and the sharing of
Revenue  in  accordance  with  this  Agreement. PTML and Atlantic will keep such
books  and records and all supporting documentation safe and freely available to
each  other  for  a  period  of six years from the end of the relevant financial
year.  Each of PTML and Atlantic will employ an independent chartered accountant
to  prepare  annual  accounts  for  the Business. Each party will provide to the
other:

     (a)  within  90  days  after the end of each financial year of the Business
          (the  "Financial  Year") an audited financial statement, together with
          an  audited certificate as to the calculation of Revenue and as to the
          calculation of the amounts payable under this Agreement and such other
          accounting  and financial information as may reasonably be required by
          the  other  party;  and

     (b)  within  30 days after the end of each Financial Quarter, a copy of the
          unaudited  management profit and loss account and balance sheet of the
          Business  and such other accounting and financial information relating
          to  it  as  may  reasonably  be  requested  by  the  other  party.

Each  statement  or  document  required to be audited or certified by an auditor
will  be  audited  or  certified  by a firm of independent chartered accountants
appointed  by  the  party  being  audited.


<PAGE>
14.8     AUDITS
         ------

Each  party  or  its  auditor  or  authorized representative will be entitled to
inspect  and  audit the books of account and all supporting documentation of the
other  party relating to the Business at any time in respect of the whole or any
part  of the period of this Agreement and for six years after its termination or
sale  or transfer of the Business, by such party giving reasonable notice to the
other  party.  Such inspection or audit will be conducted during normal business
hours.  If the audit (or any other inspection not being a full audit) shows that
the  accounting  of  the  other  party as to the calculation of the payments due
under this Agreement or any other financial matters has been incorrect, then the
auditing  or  inspecting  party  will  promptly rectify the defect in the amount
accounted  for  or  the  accounting system defect, as the case may be. Any party
which  owes  money  to  the  other  as a result of such audit or inspection will
immediately pay to the other party any amounts due and previously unpaid. In the
event  the amount due is in excess of 5% of the amount paid for such period, the
paying  party  shall  also  pay  the costs incurred in carrying out the audit or
other  inspection  plus  interest  in  accordance  with  Section  16.6.

                                   ARTICLE 15
                         REPRESENTATIONS AND WARRANTIES

15.1     REPRESENTATIONS AND WARRANTIES OF PTML
         --------------------------------------

PTML  represents  and  warrants  to  Atlantic  that:

     (a)  PTML  is  duly incorporated, validly existing, and is in good standing
          with  respect  to  all  filings  required  under  the  laws  of  its
          jurisdiction  of  incorporation;

     (b)  PTML  has  good  and  sufficient right and authority to enter into and
          perform  its  obligations  under  this  Agreement; and

     (c)  The  execution  and  delivery  of  this  Agreement  by  PTML  and  the
          performance by PTML of its obligations under of this Agreement is not,
          and  will  not  with  the  passage  of  time  become,  a breach of any
          agreement  to which PTML is a party or to which PTML is subject or any
          applicable  law,  statute, order, rule or regulation or any judgement,
          injunction  or  other  order or award of any judicial, administrative,
          governmental or other authority or arbitrator to which PTML is subject
          or  by  which  PTML  is  bound.

15.2     REPRESENTATIONS AND WARRANTIES OF ATLANTIC
         ------------------------------------------

Atlantic  represents  and  warrants  to  the  PTML  that:

     (a)  Atlantic  is  duly  incorporated,  validly  existing,  and  is in good
          standing  with  respect  to all filings required under the laws of its
          jurisdiction  of  incorporation;

     (b)  Atlantic has good and sufficient right and authority to enter into and
          perform  its  obligations  under  this  Agreement; and

     (c)  The  execution  and  delivery  of  this  Agreement by Atlantic and the
          performance  by Atlantic of its obligations under of this Agreement is
          not,  and  will  not  with  the


<PAGE>
          passage of time become, a breach of any agreement to which Atlantic is
          a  party  or  to  which  Atlantic  is  subject  or any applicable law,
          statute,  order,  rule  or  regulation or any judgement, injunction or
          other  order or award of any judicial, administrative, governmental or
          other  authority  or  arbitrator  by  which  Atlantic  is  bound.

                                   ARTICLE 16
                                TERM AND DEFAULT

16.1     TERM
         ----

Unless  earlier  terminated  by  the  Agreement  of Atlantic and PTML, or unless
otherwise terminated pursuant to this Article, this Agreement will be for a term
commencing  on  the date of this Agreement and continuing for an initial term of
one  year  after such date (the "Initial Term"). PTML acknowledges receipt of an
initial  fee  of  $50,000  in  respect  of  the  Initial  Term.

16.2     RENEWALS
         --------

If  Atlantic  so elects, this Agreement may be renewed for further ten year term
(the  "Term"),  on  the  terms  and  conditions contained in this Agreement. The
option  of  Atlantic  to  so  elect  to  renew  this Agreement is exercisable by
Atlantic  giving to PTML notice in writing of its desire to renew this Agreement
and  on  the  payment  by  Atlantic  to  PTML of a renewal fee of $50,000, which
payment will be credited against the License Fee for the first Financial Quarter
during the Term. The notice must be given not more than six months nor less than
three  months  before  the  end  of  the  Initial  Term.

After  the  Term,  if  Atlantic  so  elects,  this  Agreement may be renewed for
additional  consecutive ten year terms (the "Additional Term"), on the terms and
conditions  contained in PTML's then current master technology license agreement
and  on  the  following  terms:

     (a)  The  option  of  Atlantic  to  so  elect  to  renew  this Agreement is
          exercisable  by  Atlantic  giving  to  PTML  notice  in writing of its
          intention  to  renew  this Agreement and on the payment by Atlantic to
          PTML  of  a  renewal  fee  of  $50,000, which payment will be credited
          against  the License Fee for the first quarter of the Additional Term.
          The  notice must be given not more than six months nor less than three
          months  before  the  end  of  the  Term.

     (b)  The  terms of the agreement to be entered into for the Additional Term
          will  be  those  contained  in  PTML's  then current master technology
          license  agreement,  except  that  the  parties will negotiate in good
          faith  to  establish  minimum  license  fees,  sales  and  royalty
          requirements  for  the  Additional  Term.  On  receiving the notice of
          election,  PTML will provide to Atlantic a copy of PTML's then current
          master  technology  license  agreement.

     (c)  The  Term  will not be renewed if, at the time of giving notice of its
          desire  to  renew  the  Term  or on the effective date of the proposed
          renewal, Atlantic is in breach of a material term of this Agreement or
          if,  during  the  Term,  Atlantic  has  been in regular breach of this
          Agreement. If PTML decides not to renew the Agreement, then, within 30
          days  after  receiving  notice  from  Atlantic, PTML must give written


<PAGE>
          notice  to Atlantic of the refusal to renew, detailing the reasons for
          such  refusal.  For clarity, the foregoing does not limit PTML's right
          to  refuse  to  renew  based  on  material  breaches  occurring  after
          Atlantic's  notice.

     (d)  It  will be a condition of the renewal that Atlantic waives all claims
          that  it  has or may have against PTML based on facts or actions prior
          to  or  at  the  date  of  the  new  agreement.

     (e)  If  this  Agreement  is  renewed,  Atlantic  will pay PTML's legal and
          administrative  costs  of  such  renewal.

16.3     GOVERNMENT ACTION
         -----------------

If  new  laws  or  regulations,  or  the  other  actions  of government or other
regulatory bodies, prevent implementation this Agreement or otherwise render the
contemplated  activities  of  Atlantic illegal or incapable of performance, then
either  Atlantic or PTML may terminate this Agreement by 90 days prior notice in
writing  to the other, provided however that if either Atlantic or PTML disputes
whether such an event has occurred, this Agreement will remain in full force and
effect  until  such  dispute  is  resolved  by  the dispute resolution procedure
described  in  Section  17.3.

16.4     EVENT OF DEFAULT
         ----------------

It  will  be  an  event  of  default (an "Event of Default"), Atlantic will be a
defaulting party (the "Defaulting Party") and PTML will be a nondefaulting party
(the  "Nondefaulting  Party") if any one or more of the following events occurs;

     (a)  if  Atlantic  is  in breach of any material term of this Agreement and
          such  breach is not cured within 30 days of Atlantic receiving written
          notice from PTML specifying the breach in reasonable detail, or within
          such longer period of time as may be reasonably necessary to cure such
          breach  provided  that  Atlantic  is acting in good faith and with all
          reasonable  diligence  to  cure  such  breach;

     (b)  if  Atlantic  is,  or  is  adjudicated, insolvent or stops or suspends
          payment  of  its respective debts or is (or is deemed to be) unable to
          or admits inability to pay respective debts generally as they fall due
          or  proposes  or  enters into any composition or other arrangement for
          the  benefit  of  its  creditors  generally  or  if  Atlantic makes an
          assignment  for the benefit of its creditors, is declared bankrupt, or
          otherwise  takes  advantage  of  provisions  for  relief  under  the
          Bankruptcy  and  Insolvency  Act  (Canada),  the  Companies  Creditors
          Arrangement  Act  (Canada) or similar legislation in any jurisdiction,
          or  makes  a proposal under the Bankruptcy and Insolvency Act (Canada)
          or  initiates  proceedings  under  similar  legislation  in  any
          jurisdiction;

     (c)  if  a receiver, receiver and manager or receiver-manager of all or any
          part  of  the  assets  of  Atlantic  is  appointed  and such receiver,
          receiver  and  manager or receiver-manager is not discharged within 30
          days  of  such  appointment;  or


<PAGE>
     (d)  if  an  order  is  made  or  an effective resolution is passed for the
          winding-up  or  liquidation  of  Atlantic.

It  will  be  an  event  of  default  (an  "Event  of  Default"), PTML will be a
defaulting  party  (the "Defaulting Party") and Atlantic will be a nondefaulting
party  (the  "Nondefaulting  Party")  if any one or more of the following events
occurs:

     (e)  if  PTML  is in breach of any material term of this Agreement and such
          breach  is  not  cured within 30 days of PTML receiving written notice
          from  Atlantic  specifying  the breach in reasonable detail, or within
          such longer period of time as may be reasonably necessary to cure such
          breach  provided that the Defaulting Party is acting in good faith and
          with  all  reasonable  diligence  to  cure  such  breach;

     (f)  if  PTML  makes  an  assignment  for  the benefit of its creditors, is
          declared  bankrupt,  or  otherwise  takes  advantage of provisions for
          relief  under  the  bankruptcy  legislation  in  its  jurisdiction  of
          incorporation,  or  initiates proceedings under similar legislation in
          any  jurisdiction;

     (g)  if  a receiver, receiver and manager or receiver-manager of all or any
          part  of  the  assets of PTML is appointed and such receiver, receiver
          and  manager  or  receiver-manager is not discharged within 30 days of
          such  appointment;  or

     (h)  if  an  order  is  made  or  an effective resolution is passed for the
          winding-up  or  liquidation  of  PTML.

16.5     REMEDIES
         --------

If  an Event of Default occurs under Section 16.4, then, after using the dispute
resolution  procedure  described  in  Section 17.3, the Nondefaulting Party may:

     (a)  elect  to  terminate this Agreement, by notice in writing to the other
          party  (without  prejudice  to any claim for damages for any breach of
          any  obligation  which  occurred  prior  to  such  termination);  or

     (b)  pursue  any remedy available in law or in equity, the Defaulting Party
          acknowledging  that specific performance, injunctive relief (mandatory
          or  otherwise)  or  other  equitable  relief  may be the only adequate
          remedy  for  an  Event  of  Default;  or

     (c)  take  all  actions  in  its  own name or in the name of the Defaulting
          Party  as may reasonably be required to cure the Event of Default, and
          all payments, costs and expenses paid or incurred by the Nondefaulting
          Party  will  be  payable  by the Defaulting Party to the Nondefaulting
          Party  on  demand  with  interest  as  provided  in  Section  16.6; or

     (d)  waive  the  Event  of Default provided that any waiver of a particular
          Event  of  Default  will  not operate as a waiver of any subsequent or
          continuing  Event  of  Default.


<PAGE>
16.6     INTEREST RATE
         -------------

If  either party is required by this Agreement to pay monies to the other party,
then  such monies will bear interest at the rate of 2% per month, calculated and
paid  monthly (equivalent to 26.8% per annum) from the date payment is due until
payment  in  full  of  the  monies  owed.

16.7     TERMINATION
         -----------

Upon  the termination of this Agreement for any reason whatsoever, the following
provisions  will  apply:

     (a)  Atlantic  will  immediately return to PTML all copies and translations
          of  the  Manuals, together with all other training materials, records,
          documents  and  any other materials whatsoever, written, electronic or
          otherwise,  containing  Confidential  Information  of  PTML.

     (b)  Unless  permitted in writing by PTML (and if so permitted, only to the
          extent so permitted), Atlantic will immediately discontinue the use of
          the  PETS  System  and the Trademarks, and will discontinue the use of
          any and all signs and printed materials bearing such Trademarks or any
          reference to them, and will not disclose, reveal or publish all or any
          portion  of  the  PETS  System.

     (c)  Atlantic  will  immediately change its name, so that the name does not
          include  the  word  "PTML"  or  any  Trademark or any term confusingly
          similar  to  PTML  or  any  Trademark.

16.8     POSSESSION OF THE BUSINESS
         --------------------------

If  this Agreement is terminated for any reason whatsoever, or if Atlantic is in
breach  of any material term of this Agreement and PTML, after written notice of
such  breach  to  Atlantic, considers it necessary or appropriate to do so, PTML
will  have  an  immediate right to enter and take possession of the Business and
all  assets  used directly or indirectly by Atlantic in the Business in order to
maintain  the  continuous  operation  of the Business, to provide for an orderly
change  of  management and disposition of property, and to otherwise protect the
rights  and interests of PTML, its licensees, and the customers of the Business.

16.9     SURVIVAL OF TERMS
         -----------------

Article  I,  Sections  4.7,  4.8, 4.9, 4.11, 4.12, 4.14, 4.15, 4.18, 4.19, 4.20,
4.21,  4.24,  4.25, 4.26, 6.7, 6.8, 6.10, 6.11, 6.13, 6.14, 6.15, 7.2, 7.3, 7.7,
Articles  and  9,  Section 11.2, and Articles 13, 14, 16 and 17 will survive the
expiration  or  termination  of this Agreement and will remain in full force and
effect  following  such expiration or termination. The expiration or termination
of  this  Agreement  will not affect the rights of any party to make a claim for
damages  arising from a breach of any provision of this Agreement which occurred
prior  to  such  expiration  or  termination.


<PAGE>
16.10     INDEMNITY BY ATLANTIC
          ---------------------

Atlantic  will  defend,  indemnify  and save harmless PTML, its Subsidiaries and
Affiliates,  and  the  directors,  officers,  employees,  agents and independent
contractors  of  each  of them (the "Indemnified Persons") and each of them from
and  against  all  actions,  proceedings,  demands, claims, liabilities, losses,
damages,  judgments,  costs  and  expenses  including,  without  limiting  the
generality of the foregoing, legal fees and disbursements on a solicitor and his
own  client  basis  (together  with  all applicable taxes) which the Indemnified
Persons or any of them or their personal representatives may be liable to pay or
may incur by reason of any misrepresentation or breach of warranty or failure to
comply  with  the  obligations  of  Atlantic  as  specified  in  this Agreement.

16.11     INDEMNITY BY PTML
          -----------------

PTML  will  defend,  indemnify  and  save harmless Atlantic its Subsidiaries and
Affiliates,  and  the  directors,  officers,  employees,  agents and independent
contractors  of  each  of them (the "Indemnified Persons") and each of them from
and  against  all  actions,  proceedings,  demands, claims, liabilities, losses,
damages,  judgments,  costs  and  expenses  including,  without  limiting  the
generality of the foregoing, legal fees and disbursements on a solicitor and his
own  client  basis  (together  with  all applicable taxes) which the Indemnified
Persons or any of them or their personal representatives may be liable to pay or
may incur by reason of any misrepresentation or breach of warranty or failure to
comply  with  the  obligations  of  PTML  as  specified  in  this  Agreement.

                                   ARTICLE 17
                                     GENERAL

17.1     OBLIGATIONS TO ACT IN GOOD FAITH AND WITH FAIRNESS
         --------------------------------------------------

PTML agrees to act in good faith and with fairness to Atlantic, with the purpose
of  dealing fairly and equitably with it in performance of its obligations under
this  Agreement. Atlantic agrees to act in good faith and with fairness to PTML,
with  the  purpose of dealing fairly and equitably with it in performance of its
obligations  under  this  Agreement.

17.2     MUTUAL TRUST
         ------------

In  entering  into  this  Agreement,  Atlantic  and  PTML  recognize  that it is
impractical to make provision for every contingency and accordingly Atlantic and
PTML  hereby  declare  it to be their intention that this Agreement will operate
between  them  with fairness and without detriment to the interests of either of
them  and  if  in  the course of performance of this Agreement unfairness to any
party  is  disclosed  or  anticipated then Atlantic and PTML will use their best
endeavours to agree upon such action as may be necessary and equitable to remove
the  cause  or  causes  of  the  same.


<PAGE>
17.3     DISPUTE RESOLUTION
         ------------------

If  any difference, controversy, claim or dispute arises out of or in connection
with  this  Agreement  or  in  connection  with any agreement to be entered into
between  the  parties  which is supplemental to or otherwise referred to in this
Agreement  (the  "Dispute"),  then  the parties will seek to resolve the Dispute
amicably  by  using  the  following procedure before pursuing any other remedies
available  to  them:

     (a)  Either party may give written notice (the "Notice") to the other party
          describing  the  nature of any Dispute which has arisen, and requiring
          that  the  procedures  specified  in  this  section  be  followed;

     (b)  Upon  either  party  giving  a Notice, the parties will meet within 30
          days  after  the  date of the Notice to attempt to resolve the Dispute
          amicably  by  discussions  between  them;

     (c)  If,  within 30 days after the date of the Notice, the parties have not
          been  able  to resolve the Dispute amicably by agreement between them,
          then  the  parties  will  submit  the  Dispute  to  a  neutral advisor
          appointed by agreement between the parties to assist them in resolving
          the Dispute. Either party may propose the name of a suitable person to
          be  appointed. If no such person is appointed by agreement between the
          parties within 14 days after this Subsection becomes effective, either
          party may request that the International Chamber of Commerce appoint a
          neutral  advisor  acceptable  to  both  parties;

     (d)  With  the  assistance  of  the neutral advisor appointed in accordance
          with  the  previous  subsection,  the parties will seek to resolve the
          Dispute  by  using an alternative dispute resolution ("ADR") procedure
          agreed  between  the  parties  or,  in  default  of  such  agreement,
          established  by  the  neutral advisor. Unless otherwise agreed between
          the  parties,  or unless otherwise expressly provided in this section,
          the  Rules  of  Conciliation  of the International Chanter of Commerce
          will  apply  to  such  procedure;

     (e)  If  the parties accept any recommendations made by the neutral advisor
          or otherwise reach agreement as to the resolution of the Dispute, such
          agreement  will be recorded in writing and signed by the parties (and,
          if  applicable,  the  neutral  advisor),  whereupon the agreement will
          become  binding  upon  the  parties;

     (f)  If:

          (i)  the  Dispute  has  not  been resolved to the satisfaction of both
               parties  within  30  days  after  the  appointment of the neutral
               advisor;  or

         (ii)  either  party  fails or refuses to agree to or participate in the
               ADR  procedure;  or

        (iii)  in  any  event the Dispute is not resolved within 90 days alter
               the  date  of  the  Notice,


<PAGE>
               then  the  Dispute  shall  be referred to arbitration and finally
               settled  under  the  Rules  of  Arbitration  of the International
               Chamber  of  Commerce  by  a  single  arbitrator  appointed  in
               accordance  with  such  rules.  The  place of arbitration will be
               Toronto,  Canada. The language of arbitration will be English; or

     (g)  If  the  Dispute  involves  a  claim that a certain, quantified sum of
          money  is  owing,  then  the alleged debtor shall within 30 days after
          receipt  of  the  Notice  pay the amount in issue into Court or to the
          solicitors  for the claimant or as may otherwise be agreed between the
          parties,  to  be  held  in  trust  as security for the amount claimed.
          Default  by  the  alleged  debtor  in fulfilling this obligation shall
          constitute a material default entitling the claimant to terminate this
          Agreement.

17.4     GOVERNING LAW AND ATTORNMENT
         ----------------------------

This  Agreement will be governed by and construed in accordance with the laws of
the  Province  of  Ontario  and  the  federal  laws of Canada applicable in that
Province.  Subject to Section 17.3, the parties irrevocably submit to and accept
generally  and  unconditionally  the  exclusive  jurisdiction  of the courts and
appellate courts of the Province of Ontario and Canada with respect to any legal
action  or  proceeding  which  may be brought at any time relating in any way to
this  Agreement. Each of the parties irrevocably waives any objection it may now
or  in  the  future  have to the venue of any such action or proceeding, and any
claim  it  may  now or in the future have that any such action or proceeding has
been  brought  in  an  inconvenient  forum.

17.5     TIME OF THE ESSENCE OF THE AGREEMENT
         ------------------------------------

Unless  otherwise  specifically  provided in this Agreement, time will be of the
essence  of  this  Agreement  and  of  the  transactions  contemplated  by  this
Agreement.

17.6     REMEDIES NOT EXCLUSIVE
         ----------------------

The remedies provided to the parties under this Agreement are cumulative and not
exclusive  to  each  other,  and  no  such remedy will be deemed or construed to
affect  any  right to which either of the parties is entitled to seek at law, in
equity  or  by  statute.

17.7     NOTICES
         -------

Any  notice,  direction, request or other communication required or contemplated
by any provision of this Agreement will be given in writing and will be given by
delivering  or  faxing same to PTML or Atlantic, as the case may be, as follows:

     (a)  To PTML:

          THE PRIVATE TREATY MARKET PLC
          1 Mark Road
          Hemel Hempstead
          Hertfordshire
          HP2 7BN

          Attention:  Chief Executive


<PAGE>
          Fax No.:   +44 (0) 1442 262018

     (b)  To Atlantic at:

          Atlantic Group Holdings Inc.
          c/o Caplay plc
          36 King Street,
          London WC2E 8JS

          Attention:  Chief Executive
          Fax  No.:  +44 (0) 20 7759-8567

Any  such  notice,  direction,  request or other communication will be deemed to
have been given or made on the date on which it was delivered or, in the case of
fax,  on  the  next  business  day  after receipt of transmission. Any party may
change its fax number or address for service from time to time by written notice
in  accordance  with  this  section.

17.8     APPROVALS
         ---------

Any approval or consent given by PTML under this Agreement will only be valid if
given  in  writing.

17.9     ASSIGNMENT
         ----------

Except  as provided below, the Business is not transferable by Atlantic and this
Agreement  is  not  assignable  by  Atlantic  in  whole or in part, except to an
Affiliate or Subsidiary, without the prior written consent of PTML which may not
be unreasonably withheld. Any attempt by Atlantic to assign any of the rights or
to  delegate  any  of  the  duties or obligations of this Agreement without such
prior  written  consent  is void. Any other assignment occurring by operation of
law  such  as on a bankruptcy or amalgamation will be deemed an Event of Default
under this Agreement, entitling each of the other parties to exercise all of the
rights and remedies it would otherwise be entitled to exercise for an assignment
made  without  consent.  An  assignment to an Affiliate or Subsidiary, including
without limitation any wholly-owned Subsidiary of Atlantic, may be undertaken by
either  party  without  the  prior  consent  of  the  other  party.

17.10     NO PARTNERSHIP
          --------------

None  of the provisions of this Agreement will be deemed to constitute or create
a  partnership  between  the  parties  and  none  of  the  parties will have any
authority to bind or will be deemed to be the agent of the other parties for any
purpose  whatsoever.

17.11     ENGLISH LANGUAGE
          ----------------

The  English  language  version  of this Agreement is the authoritative one. The
English  language  version  of  the Manuals is the authoritative version. In the
event  of any conflict between the language of any other version and that of the
English  version,  the  English  version  will  prevail.  All  notices and other
communications  under  this  Agreement will be in English. All legal proceedings
and  arbitrations  will  be  conducted  in  English.


<PAGE>
17.12     COUNTERPARTS
          ------------

This  Agreement  may  be  executed  in  any number of counterparts with the same
effect as if all parties had signed the same document. All of these counterparts
will  for  all  purposes  constitute  one  agreement,  binding  on  the parties,
notwithstanding  that all parties are not signatories to the same counterpart. A
fax  transcribed  copy  or  photocopy  of  this Agreement executed by a party in
counterpart  or  otherwise  will  constitute  a properly executed, delivered and
binding  agreement  or  counterpart  of  the  executing  party.

17.13     WAIVER
          ------

No  failure  or  delay on the part of any party in exercising any power or right
under  this Agreement will operate as a waiver of such power or right. No single
or partial exercise of any right or power under this Agreement will preclude any
further  or  other exercise of such right or power. No modification or waiver of
any  provision  of  this  Agreement and no consent to any departure by any party
from  any  provision  of  this  Agreement will be effective until the same is in
writing.  Any  such  waiver  or  consent  will be effective only in the specific
instance  and  for  the specific purpose for which it was given. No notice to or
demand on any party in any circumstances will entitle such party to any other or
further  notice  or  demand  in  similar  or  other  circumstances.

17.14     RULE AGAINST PERPETUITIES
          --------------------------

If  any  right,  power or interest held by or to be acquired by any party in the
Properties  under  this  Agreement  would violate the rule against perpetuities,
then such right, power or interest shall terminate at the expiration of 50 years
after  the  date  of  this  Agreement.

17.15     FURTHER ASSURANCES
          ------------------

Each  of the parties will promptly execute and deliver to the others at the cost
of  the  requesting  party  such  further documents and assurances and take such
further  actions  as  any  other party may from time to time request in order to
more  effectively  carry  out  the  intent  and purpose of this Agreement and to
establish  and protect the rights, interests and remedies intended to be created
in  favour  of  the  other.

17.16     ACKNOWLEDGEMENT OF RECEIPT
          ---------------------------

Each  of  the parties acknowledges receiving an executed copy of this Agreement.

17.17     ENUREMENT
          ---------

Subject  to  the  restrictions  on  transfer  contained  in this Agreement, this
Agreement  will  enure to the benefit of and be binding on the parties and their
respective  heirs,  executors, administrators, successors and permitted assigns.

[the  balance  of  this  page  is  intentionally  blank]


<PAGE>
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first
above  written.


THE PRIVATE TREATY MARKET PLC


By:  /s/ Lindsay Meredith Smith
     --------------------------

Name:  Lindsay Meredith Smith
Title: Director
The  Private Equity Treaty Market PLC


ATLANTIC GROUP HOLDINGS INC.


By:  /s/ P.T. Claridge
     -----------------

Name:  P.T. Claridge
Title: Director
Atlantic Group Holdings Inc.