SOFTWARE RE-VENDING LICENSE AGREEMENT
                      -------------------------------------

         This Software License  Agreement (the  "Agreement') is made and entered
into as of March  7,  2002  (the  "Effective  Date")  by and  between  RushTrade
Software  Services,  Inc.  located at One Galleria Tower 13355 Noel Road,  Suite
300, Dallas,  Texas 75240 ("Licensor") and Centratrade  Services,  Ltd., a Texas
limited partnership  ("Licensee"),located at 7880 San Felipe, Suite 500 Houston,
Texas  77063.  Licensor  and  Licensee  are  collectively  referred  to in  this
Agreement as the "Parties,"


                                   Background
                                   ----------

         A.       Licensor  is in  the  business  of  developing  and  licensing
software programs which are used in providing  financial and brokerage services.
Licensor has a computer  software  program to assist customers in trading stocks
on the NASDAQ, AMEX, and NYSE exchanges and other exchanges;

         B.       Licensee  is  in  the  business  of  providing  stock  trading
services and facilitating of trading services;

         C.       Licensee  wishes to receive a license to use the  Software for
the  purpose of  providing  stock  trading  services  to  Licensee's  customers.
Licensor is willing to grant such a license under the terms of this Agreement.

          NOW  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises  contained  herein,  the adequacy and  sufficiency  of which are hereby
acknowledged, the Patties, intending to be legally bound, agree as follows:

                             Article 1. Definitions

         1.1      Definitions.  When  used in this  Agreement,  the  capitalized
terms listed below shall have the following meanings:

                  1.1.1  "Authorized  Site"  means  the  single  facility  where
         Licensee's  Designated  Hardware  is  located.   Licensee  must  notify
         Licensor if Licensee  desires to move its Designated  Hardware to a new
         location and thereby change its Authorized Site.

                  1.1.2 "Confidential Information" means both Parties' valid and
         subsisting trade secrets, confidential information,  client lists, test
         codes, test information,  contact information, and knowhow and show-how
         embodied in and/or related to the Software and Licensor's  products and
         services,  as  evidenced  by or embodied in any  business or  technical
         information, idea, design, concept, technique,  invention, discovery or
         improvements,  whether or not patentable,  which is not generally known
         in the industry, and the terms of this Agreement. Information shall not
         be considered to be  Confidential  Information  if the receiving  party
         proves with documentary  evidence that such information:  (a) was known
         by the receiving  party,  without an obligation to keep it confidential
         prior to its disclosure to the receiving party by the disclosing party,
         as is evidenced by the receiving  party's  written records that existed
         at the time the disclosure was made to the receiving  party;  (b) is or
         becomes  lawfully  available to the receiving party from a source other
         than the disclosing  party; (c) was or becomes available to others in a
         publication  in tangible form through a source other than the receiving
         party and through no fault



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<PAGE>

         of the receiving  party;  or (d) is required to be used or disclosed by
         an order of any court or other governmental authority,  but only to the
         extent  required by such order.  The parties  agree that while  certain
         items of the  Confidential  Information  may be publicly  known,  these
         items when put together,  often form combinations that are not publicly
         known and are hence included within the Confidential  Information.  The
         receiving party is not permitted to use the Confidential Information to
         piece  together  a  series  of items of  information  from  unconnected
         sources and fit these items of  information  together to make a showing
         that all or part of the Confidential Information was "public."

                  1.1.3  "Derivative Work" shall mean a work which is based upon
         one or  more  preexisting  works,  such  as a  revision,  modification,
         translation, abridgement,  condensation, expansion or any other form in
         which such preexisting  works may be recast,  transformed,  or adapted,
         and  which,  if  prepared  without  authorization  of the owners of the
         copyright  in such  preexisting  work,  would  constitute  a  copyright
         infringement. For purposes hereof, a Derivative Work shall also include
         any compilation that incorporates such a preexisting work.

                  1.1.4 "Designated  Hardware" shall mean the computer equipment
         located at Licensee's Authorized Site and listed in Exhibit A.

                  1.1.5  "Software"  means the  computer  software  provided  by
         Licensor to Licensee.

                  1.1.6  "Intellectual  Property  Rights"  means  the  worldwide
         intangible  legal rights or interests  evidenced by or embodied in: (a)
         any idea,  design,  concept,  method,  process,  technique,  apparatus,
         invention,  discovery,  or  improvement,  including any patents,  trade
         secrets,  and  knowhow;  (b) any  work  of  authorship,  including  any
         copyrights,  moral rights or  neighboring  rights;  (c) any  trademark,
         service  mark,  trade dress,  trade name, or other indicia of source or
         origin;  and (d) any other  similar  rights and includes all  worldwide
         intangible  legal rights or interests  that the party may have acquired
         by assignment or license with the right to grant sublicenses.

         1.2      "Construction" in this Agreement,  unless the context requires
otherwise,  the  singular  shall  include the plural and vice  versa.  The words
"includes" and "including" shall mean including, but not limited to.

                               Article 2. License

         2.1      Grant.  Licensor hereby grants and Licensee  hereby accepts a,
non-exclusive,  non-transferable,  single site license (the  "License")  to use,
re-vend,  sublicense,  distribute,  market,  and resell the Software at and from
Licensee's Authorized Site based upon the following terms:

                  (a) Licensee may only use the Software for the  performance of
         stock  trading  services  for  Licensee  and  Licensee's  customers  at
         Licensee's  Authorized  Site  however,  Licensee  shall be  allowed  to
         revcnd,  sublicense,  distribute,  market and resell  the  Software  to
         Broker Dealers who are in  contractual  privity with Licensee and which
         Licensee  can  document  and track  units of trading  that  utilize the
         Software. To the extent there is any redistribution of the Software, it
         shall not be in portions of the Software but such distribution shall be
         in whole.  Licensee and its  re-distributes  shall not be authorized to
         modify  the  Software  without  written  permission  of  Licensor.  Any
         unauthorized  modification and/or non-authorized use will be considered
         a default and breach of this Agreement.


                                        2
<PAGE>

                   (b)  Licensee  may only use the  Software  on the  Designated
         Hardware at Licensee's Authorized Site; however,  Licensee may re-vend,
         sublicense,  distribute, market and resell the Software to remote users
         who will be able to access the Software through a network connection to
         the  Designated  Hardware at  Licensee's  Authorized  Site  hosting the
         Software.  Any  sublicense  shall be  granted a  substantially  in form
         attached as Exhibit B. If Licensee desires to move its Authorized Site,
         then,  upon prior written notice by Licensee to Licensor,  Licensee may
         uninstall  the  Software  from the  Designated  Hardware at  Licensee's
         Authorized Site and then install and use the Software at Licensee's new
         Authorized Site on Designated Hardware;

                   (c) Licensee may, in the ordinary  course of business,  allow
         its customers to view the Software's output on the Designated  Hardware
         at Licensee's Authorized Site; and

                   (d) Licensee may, in the ordinary  course of business,  allow
         its  customers  to download  portions of the  Software  from a web site
         approved by Licensor and  designated by and controlled by Licensee to a
         terminal  located  either at the customer's  home or business,  for the
         sole purpose of allowing Licensee's customers to execute orders through
         Licensee.  Licensee  shall only permit U.S.  customers  to download the
         Software.  Prior to the download of the Software,  Licensee's customers
         shall  be  required  to  execute  a  Sublicense   Agreement  reasonably
         acceptable  to  Licensor.  Upon  request  Licensor may require that the
         Licensee provide to Licensor copies of all such Sublicense  Agreements.
         Licensee  shall  provide to Licensor  on a monthly  basis no later than
         thirty (30) days following the end of each month a complete list of Sub
         licensees'  usernames.  This list of user names  shall be supplied as a
         routine matter without request by Licensor.


         2.2      Reservation of Rights.   All rights  not expressly  granted to
Licensee herein are reserved by Licensor.


                          Article 3. Limitations on Use

         3.1      Use by Licensee's  Customers.  If Licensor, in its reasonable,
good faith  discretion,  believes that any customer of Licensee is not using, or
will not use, the Software for its intended  purpose and in accordance  with the
terms  of  the  Sublicense   Agreement  or  otherwise  materially  breaches  the
Sublicense Agreement,  Licensor may discontinue that customer's right to use the
Software  or view  the  Software's  output.  Licensee  agrees  to  refrain  from
accepting  orders  from or  assisting  customers  that have been  designated  by
Licensor as not complying with the terms of the Sublicense Agreement.  It is the
intent of this  Agreement  to allow  customers  of Licensee to use the  Software
solely for the  purpose of  executing  orders on the NASDAQ,  AMEX,  and/or NYSE
exchanges or any other  exchanges for which the Licensor  Software is compatible
and Licensee is authorized to utilize.

         3.2      Licensee's Responsibilities. Licensee shall be responsible for
the supervision,  management, and control of its use, and its customer's use and
any distributee's, of the Software.

         3.3      Customer Sublicense Agreement.  If at any time Licensor  gives
Licensee notice of circumstances in Licensor's  business judgment make continued
use of an approved form of the  Sublicense  Agreement  inappropriate  to protect
Licensor's  Intellectual  Property  Rights or other rights,  then Licensee shall
discontinue  use of that form and change to a new form of  Sublicense  Agreement
approved by both Licensee and Licensor.  In the event  Licensor  initiates  such
change,  Licensee shall be required to obtain new Sublicense Agreements from all
of its existing and future Sub licensees.

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<PAGE>

         3.4      Copies.  Except as expressly authorized by Licensor,  Licensee
shall not copy,  modify or  distribute  the  Software or any  portions  thereof.
Licensor will provide  reasonable backup copies of the Software to Licensee upon
written  request.  Licensee  shall  keep  all  copies  of  the  Software  at the
Licensee's Authorized Site, and all copies of the Software should include all of
Licensor's applicable copyright, patent, trademark, and/or service mark notices.
Furthermore,  each copy shall  state that it is the  property of Licensor in the
following language:

                   "This   Software  is  the  property  of  RushTrade   Software
                   Services,  Inc.  ("Licensor")  and  is  protected  under  the
                   copyright, trade secret, and other laws of the United States,
                   and when applicable, the State of Texas."

         3.5      No Modifications or Reverse Engineering.    Licensee shall not
modify,  adapt or transcribe the Software,  or create  Derivative Works based on
the  Software  or  portions  thereof.   Licensee  shall  not  reverse  engineer,
decompile, disassemble, or otherwise translate the Software.

         3.6      Maintenance. Licensee agrees that only Licensor shall have the
right to alter,  maintain,  enhance or  otherwise  modify the  Software,  and if
Licensee does alter,  maintain,  enhance or otherwise  modify the Software,  the
License granted under this Agreement may be terminated as provided herein.


                           Article 4. Property Rights

         4.1      Title to Software.  Licensor  shall be the owner of all copies
of the  Software  made by Licensee or by Licensor for  Licensee.  As between the
parties, Licensee agrees that Licensor is the owner of all Intellectual Property
Rights in and to the Software.  The parties  agree that  Licensor  shall own any
improvements, updates, adaptations,  modifications, and error corrections to the
Software and any Derivative Works based on the Software.

         4.2      Use of Software Trademark.  Except for merely descriptive use,
Licensee  shall not use the mark and any sub marks,  variation of  modifications
of,  and/or  same or  similar  trademarks  or  service  marks of  Licensor  (all
sometimes referred to hereinafter as "Mark") as a trademark or service mark. Any
use of the Mark shall be followed by a "TM" designation and the following notice
shall be provided:

         "RushTrade trademark of RushTrade Software Service, Inc."

If Licensor  notifies Licensee that the Mark has been registered with the United
States  Patent  and  Trademark  Office,  then any such use of the Mark  shall be
followed by a ?designation and the following notice shall be provided:

         "RushTrade IS A REGISTERED  TRADEMARK OF RushTrade  Software  Services,
         Inc.


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<PAGE>

Licensor shall have the right, but not the obligation, to inspect Licensee's use
of the Software and related  materials to ensure that they are  consistent  with
proper quality standards set by Licensor.  Upon reasonable prior written notice,
Licensor shall have the right to terminate any right of Licensee to use the Mark
if said quality standards are not being materially and reasonably met.


                                 Article 5. Fees

         5.1      Periodic  Payment.  Licensee shall pay Licensor a fee of $0.75
per  execution  of each 1,000  units  and/or  $.60 per unique  order  identifier
executed on exchanges for  utilization of both RushTrade  Direct Pro Level II or
Rushtrade Direct. The fee structure between licensee and each sub licensee shall
be determined exclusively by licensee, and may be changed at anytime.  RushTrade
Direct Level I software, in addition to a license fee described, each Sublicense
shall pay an initial  $10,000  set-up fee  directly to  Licensor  for the use of
RushTrade Direct Level I software for private labeling the program.

         5.2      In the event that the license  fee charged to any  licensee of
Licensor  which is an  application  service  provider  or  conducts  itself as a
"Service  Bureau"  during  the term of this  Agreement  is less than 110% of the
license fee which Licensee is obligated to pay  hereunder,  if not curred within
30 days, then this Agreement shall be immediately and  automatically  amended to
be 90% of such lower license fee.

         5.3      Other Transaction Fees.   Licensor shall not be liable for any
other fees that are  necessary  for  Licensee to complete  any  executions.  The
Licensee and Licensee's  customers  shall be solely  responsible  for such other
fees that are necessary to complete the executions.

         5.4      Payment of Taxes.  Licensee  shall pay all  taxes  that may be
assessed on its use of the  Software,  including,  but not limited to,  personal
property taxes, sales and use taxes, and excise taxes, but excluding taxes based
on the income of  Licensor.  Licensor  shall not be liable to pay any taxes that
may be assessed on Licensee's use of the Software, including but not limited to,
personal  property taxes,  income taxes,  sales and use taxes,  excise taxes, or
other fees or tariffs.

         5.5      Payment Terms. Licensor shall invoice Licensee in arrears on a
monthly  basis no earlier  than the fifth day of each month after the  Effective
Date until termination of this Agreement.  All amounts shown due on such invoice
shall be paid within  fifteen (15)  business days after the date of the invoice.
Late payments  shall be subject to a late fee equal to one and one-half  percent
(1.5%) per month on the overdue  amount  (not to exceed $500 per month),  or the
maximum  allowable legal rate by any applicable state or federal law,  whichever
is less.  Any  invoicing  of any  amounts  that are not  allowable  by state and
federal law and/or  exceed the maximum  allowable  rate by such state or federal
laws  shall be null and void and  shall be  deemed  to only be  billing  for the
maximum  allowable legal rate of interest allowed by such state or federal laws.
In the event  Licensee  disputes any amount shown due on such invoice,  Licensee
shall pay timely any undisputed  amounts and send written  notice  detailing any
disputed  amounts  to  Licensor.  Licensor  shall then have the right to hire an
independent  auditor to audit the portion of  Licensee'  books and records  that
relate to the subject of the dispute.

         5.6      Records of Transactions.  Licensee shall maintain accurate and
complete records to allow  verification of all  transactions  that were executed
using  the  Software,   including   transactions   originating  from  Licensee's
Authorized Site and remote customer transactions.  Licensee shall at least twice
a month (or at intervals  designated by Licensor that may be more often), on the
dates requested by Licensor,  provide Licensor with a summary report of all such
transactions  for the period since the last such report.  Licensee  shall retain
such  records  for so long as the  records  are  required  to be obtained by any
exchange upon which they were executed.



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<PAGE>

         5.7      Audit Rights. Licensor, at its sole discretion,  upon ten (10)
days notice to Licensee, may inspect, audit, and copy Licensee's books, records,
files and any other items related to Licensee's  use of Software and the trading
activity files deemed necessary by Licensor to verify  compliance with the terms
of this Agreement.  Any and all information requested shall be held confidential
for Licensor  purposes,  including but not limited to ensuring proper payment to
Licensor and other  compliance  issues.  Licensee  shall  allow,  or cause to be
allowed,  Licensor,  or Licensor's  agents,  access to the above items. If, upon
inspection and audit of Licensee's books, records,  files and other items, it is
determined that  Licensee's  accounting of payments due under this Agreement was
deficient  in excess of five  percent  (5%) of the  amount  actually  due,  then
Licensee shall reimburse  Licensor for the costs of Licensor's  audit (including
accountants' and attorneys' fees) and, shall immediately pay Licensor the amount
due.


                Article 6. Installation, Performance and Support

         6.1      Initial Delivery of Software. If Licensor has not already done
so,  Licensor  shall  deliver  to  Licensee  one  copy of the  Software  and any
associated documentation as soon as reasonably, practical after c Effective Date
of this Agreement ("Initial Delivery and  Installation").  Until further notice,
RushTrade  Software  Services Inc. will maintain  server room and house software
until CentraTrade Services, Ltd. has completed and tested its Data Center.

         6.2      Installation Services.   If Licensor has not already  done so,
Licensor or its authorized  designated installer shall make the Initial Delivery
and  Installation  of the  Software on the  Designated  Hardware  at  Licensee's
Authorized Site as soon as reasonably practical after the Effective Date of this
Agreement.

         6.3      Testing. Licensee shall conduct tests of the Software after it
has  been  installed.   This  testing  shall  establish  that  the  Software  is
functioning  as designed.  Licensor  will provide to Licensee a complete list of
all new  features  of the  Software  as such are  initiated  during the  testing
period.



         6.4      Updates.  Licensor,  at its option,  may provide Licensee with
updates and error  corrections for the Software.  Licensee agrees to install the
updates and error  corrections in accordance  with Licensor's  instructions.  If
Licensee is unable to install the updates and error  corrections  in  accordance
with  Licensor's  instructions,  Licensee  agrees to request  that  Licensor may
install the updates and error corrections under the terms of Section 6.4.

         6.5      Customer Support. Licensee is solely responsible for providing
support to its customers  and  instructing  them on how to use the Software.  If
Licensee  is unable to resolve a customer  question  or  problem,  Licensee  may
request Licensor's assistance under the terms of Section 6.4. Licensor shall not
be obligated to provide  such service to any one not  authorized  to Licensee to
request such service.  Licensee shall periodically provide to Licensor a list of
individuals  authorized  to bind  Licensee to be obligated to incur the cost set
forth in 6.4 above.






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<PAGE>

                     Article 7. Confidentiality and Security

         7.1      Confidentiality  of Software.  Licensee  acknowledges that the
Software is a  confidential  proprietary  trade  secret  belonging  to Licensor,
except where  explicitly  provided for in this Article 7 Licensee agrees to hold
the Software and all other Confidential  Information in confidence for Licensor.
Except as  permitted  above,  Licensee  agrees  not to sell,  rent,  sublicense,
distribute,  transfer,  or  disclose  the  Software or its  contents,  including
methods  or ideas  used in the  Software,  to  anyone.  Licensee  may,  however,
disclose  front-end,  human eye read only  portions  of the  Software  and other
Confidential  Information  to  employees  of Licensee  when  disclosure  to such
employees is necessary to use the License as granted in this  Agreement and when
such disclosure is limited to a  "need-to-know"  basis.  Licensee shall instruct
all  employees  to whom any such  disclosure  is made  that  the  disclosure  is
confidential  and that the  employee  must keep the  Software  and  Confidential
Information  confidential  by using at least the same care and  discretion  that
they  use  with  other  data  designated  by  Licensee  as   confidential.   The
confidentiality  requirements  of this  Article 7 shall be in effect  while this
Agreement is in force and effect and after it terminates or expires.

         7.2      Employee Confidentiality Agreements.  Licensee agrees that any
material breach of its obligations  pursuant to this Article 7 of this Agreement
constitutes  a material  breach of this  Agreement.  The Parties  agree that any
alleged  breach of the  obligations  of Article 7 of this  Agreement by a former
employee of Licensee shall enable Licensor to have Licensee's  right, if any, to
assert a claim  against such former  employee  with respect to such breach,  and
Licensee  shall  provide  reasonable  assistance  to Licensor in pursing  such a
claim.

         7.3      Disclosure as Breach. Licensee agrees that any material breach
of its  obligations  pursuant to this Article 7 of this Agreement  constitutes a
material breach of this Agreement.  The Parties agree that any alleged breach of
the  obligations of Article 7 of this Agreement by a former employee of Licensee
shall enable Licensor to require,  should Licensor choose such action,  Licensee
to take all necessary  actions to repair any damage  resulting  from a breach of
the  obligations  set forth in this  Article  7,  failing  which,  Licensor  may
terminate  Licensee's right to use the Software under this Agreement as provided
in Section 8.2.

         7.4      Court Ordered  Disclosure.  If Licensee is ordered by a court,
administrative  agency, or other governmental body of competent  jurisdiction to
disclose the Software or any other Confidential Information,  or if it is served
with a motion  that such an order be issued,  then  Licensee  shall  immediately
notify Licensor of the motion or order by the most  expeditious  possible means;
and Licensee  shall join or agree to (or at a minimum shall not oppose) a motion
or similar request by Licensor for an order  protecting the  confidentiality  of
the  Confidentiality  Information,  including  joining  or  agreeing  to (or non
opposition to) a motion for leave to intervene by Licensor.

         7.5      Reporting of Attempts to Disclose.  Licensee shall immediately
report to Licensor any attempt by any person of which Licensee has knowledge (i)
to  use  or  disclose  any  portion  of  the  Confidential  Information  without
authorization from Licensor, or (ii) to copy, reverse assemble,  reverse compile
or otherwise reverse engineer any part of the Confidential Information.

         7.6      Data  Backup.  Licensor is not  responsible  for the backup or
storage of Licensee's  data or Licensee's  customers'  data.  Licensee agrees to
maintain  adequate  records  so as to  be  able  to  replicate  any  information
transmitted by Licensee's customers through use of the Software.




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<PAGE>


         7.7      Inspection.  Licensee hereby authorizes  Licensor to enter its
premises  in order to inspect  the  Software  in any  reasonable  manner  during
Licensee's normal working hours to verify  Licensee's  compliance with the terms
of this  Agreement.  This  inspection  shall only be allowed after  Licensor has
given  twenty-four  (24)  hours  notice  for this  purpose.  If such  notice  is
personally  delivered,  emailed, or sent by facsimile,  it shall be deemed given
upon the  earlier of (I)  receipt of said  notice  and/or  (2)  confirmation  of
transmission by sender.  Any other form of notice shall be controlled by Article
10.2 below.

         7.8      Injunction.  Licensee  acknowledges  that,  in the  event of a
breach  by  Licensee  or any of  Licensee's  customers  of any of the  foregoing
provisions or of the  provisions of Article 2 (License),  Article 3 (Limitations
on Use) or  Article  7  (Confidentiality),  Licensor  will not have an  adequate
remedy in money  damages.  Licensor  shall  therefore  be  entitled to obtain an
injunction  against  such  breach  from  any  court  of  competent  jurisdiction
immediately upon request. Licensor's right to obtain injunctive relief shall not
limit its right to seek further remedies.

         7.9      Confidentiality  of  Licensee's  Customers.  In the event that
Licensor gains ,access to any Confidential  Information belonging to Licensee or
its customers  under the terms of this  Agreement,  Licensor  agrees to maintain
that information as  Confidential,  and not use that information for any purpose
not specified in this  Agreement,  or otherwise  disclose the information to any
other parties.


                             Article 8. Termination

         8.1      Effective Life of Agreement.  This  Agreement  shall remain in
force from the  Effective  Date for a period of two (2) years from the Effective
Date, unless earlier terminated as provided for herein.

         8.2      Termination.  Licensee may terminate  this  Agreement upon (a)
the  failure of  Licensor to cure a material  breach  within  sixty (60) days of
written  notice  of the  material  breach,  or (b) for any  reason  upon 60 days
advance  notice to Licensor.  Licensor  will -have the right to  terminate  this
Agreement if Licensee has (a) breached any material  term of this  Agreement and
failed to cure such breach within 30 days after  receipt of written  notice from
Licensor,  or may terminate with reasonable cause upon 180 day advance notice to
Licensee. In the event that Licensor should wrongfully terminate this Agreement,
then  Licensor  shall be obligated to pay to Licensee the fees (for  purposes of
this  Section  8.2,  the  "Termination  Fees") set forth in Section  5.1 for all
executable  transactions  on exchanges  utilizing  the Software by any person or
entity which was, at the time of the wrongful termination,  a client or customer
of Licensee (each, a "Former  Customer").  The Termination  Fees will be paid in
the same  manner as set  forth in  Section  5.4.  Termination  Fees  will  begin
accruing on the date each  Former  Customer  begins  trading  with the  Software
through  some party or means other than  Licensee  (for  example,  by the Former
Customer  directly,   through  Licensor  using  its  own  "application   service
provider",  or  through  any other  method or means) and ending on the 365`h day
after  the  date  of  such  first  trade.  The  obligation  of  Licensor  to pay
Termination  Fees survives the expiration or termination of this Agreement,  and
does not preclude  Licensee from seeking any other remedy at law or in equity in
the event of a wrongful termination of this Agreement by Licensor.

         8.3      Events of Default.  This Agreement may be terminated by either
Party if the other  Party is at any time placed in  bankruptcy,  if it goes into
voluntary  dissolution,  if it has a receiver appointed,  if it compromises with
its  creditors,  or if it has any material  judgment  given  against it and such
judgment is final or becomes final and is not satisfied  within  twenty-one (21)
days of the final  judgment  (after all  appeals) or of the date of the judgment
becoming final (after all appeals).


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<PAGE>

         8.4      Effect of  Termination.  All  rights  and  obligations  of the
Parties hereunder shall cease upon the termination of this Agreement except that
(i)  the  obligations  of  the  parties  pursuant  to  Article  7  (relating  to
Confidentiality)  shall continue in full force and effect,  and (ii) any amounts
owed to a Party hereunder  shall continue to be owed.  Upon  termination of this
Agreement  all license  grants from Licensor to Licensee  shall cease,  Licensee
shall  immediately  cease all use of the Software,  and, at Licensor's  request,
Licensee shall either destroy or send to Licensor all copies of the Software and
related materials in its possession.


                    Article 9. Warranties and Indemnification

         9.1      Compliance.  Each party  warrants that it will comply with all
applicable laws and  regulations of the United States,  including all Securities
and  Exchange  Commission  regulations,  and  with all  applicable  rules of the
National  Association of Securities  Dealers (NASD, New York Stock Exchange,  or
other  applicable  security  exchanges' rules and  regulations).  This Agreement
shall not be  construed  to require any party to take any action in violation of
any such applicable laws, rules or regulations.

         9.2      No  Warranties.  THE  SOFTWARE  IS  PROVIDED  "AS IS WITH  ALL
FAULTS"  AND NO  WARRANTIES,  EXPRESS  OR  OTHERWISE,  ARE  MADE  REGARDING  THE
PERFORMANCE OR RESULTS OF THE SOFTWARE. LICENSEE FURTHER ACKNOWELDGES AND AGREES
THAT LICENSOR  DOES NOT WARRANT THAT THE SOFTWARE WILL DELIVER  ORDERS TO NASDAQ
OR OTHER  EXCHANGES  OR THAT THE DATA IT RECEIVES  IS TRUE,  ACCURATE OR IN REAL
TIME.  IN  ADDITION,   LICENSEE  AGREES  AND  ACKNOWLEDGES   THAT  THE  SOFTWARE
CALCULATIONS  MAY NOT BE CORRECT AND THAT THE SOFTWARE MAY FAIL WITHOUT WARNING.
LICENSEE AGREES TO RELY ON THE SOFTWARE AND ITS RESULTS SOLELY AT LICENSEE'S OWN
RISK.  LICENSEE HEREBY AGREES AND UNDERSTANDS  THAT LICENSOR MAKES NO WARRANTIES
OR GUARANTIES AS TO A TIMELY  INSTALLATION  OF THE SOFTWARE OR ANY DOWNTIME THAT
THE SOFTWARE MAY CAUSE LICENSEE IN ITS BUSINESS.

         9.3      Allocation of Risk. Licensee  acknowledges and agrees that the
risk  concerning  the  quality  and  performance  of the  Software is assumed by
Licensee.  As between  the  parties,  Licensee  assumes  all  liability  for any
corruption  or delay of data  that  occur in  Licensee's  computers,  Licensee's
customers'  computers,  or the various  exchanges  and networks  used to execute
trades.  Licensee  agrees that Licensor is merely  providing  software  services
through which  customers may  communicate  with the exchanges to execute trades.
Licensor is not  responsible  for  verifying  the  accuracy  of the  information
entered into the Software by Licensee or Licensee's customers,  Licensee assumes
all  responsibility  for obtaining an executed  contract from each of Licensee's
customer that governs  Licensee's  obligations  and liabilities to the customer,
Licensee   acknowledges  that  Licensor  has  no  control  over  Licensee's  and
Licensee's  customer's entry of data and that Licensor assumes no responsibility
for Licensee's or Licensee's customers' computers or networks, the NASDAQ, AMEX,
or NYSE, or any other exchange.

         9.4      Disclaimer.  THE WARRANTIES AND  LIMITATIONS SET FORTH IN THIS
ARTICLE  CONSTITUTE  THE  ONLY  WARRANTIES  MADE  BY THE  PARTIES.  THE  PARTIES
SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES,  WRITTEN OR ORAL, STATUTORY, EXPRESS
OR IMPLIED,  INCLUDING,  WITHOUT  LIMITATION,  WARRANTIES OF DESIGN, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS  FOR  A  PARTICULAR PURPOSE, WARRANTIES




                                        9
<PAGE>

ARISING FROM COURSES OF DEA LING, TRADE USAGE OR TRADE PRACTICE,  AND WARRANTIES
OF TITLE OR  NONINFRINGEMENT.  LICENSOR  MAKES NO  WARRANTIES  WHATSOEVER TO ANY
PERSON OR ENTITY  OTHER  THAN  LICENSEE.  NO  REPRESENTATIONS  OF FACT,  ORAL OR
WRITTEN.  INCLUDING  STATEMENTS  REGARDING  CAPACITY,  SUITABILITY  FOR USE.  OR
PERFORMANCE  OF PRODUCTS OR SERVICES,  WHETHER MADE. BY LICENSOR'S  EMPLOYEES OR
OTHERWISE,  WHICH IS NOT  CONTAINED IN THIS  AGREEMENT,  SHALL BE DEEMED TO BE A
WARRANTY BY LICENSOR  FOR ANY PURPOSE OR GIVE RISE TO ANY  LIABILITY OF LICENSOR
WHATSOEVER. LICENSEE AGREES THAT IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE
FOR. ANY INDIRECT, SPECIAL, PUNITIVE,  EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR OTHER SIMILAR DAMAGES).

         9.5      Limitations   of   Liability.    NOTWITHSTANDING   THE   ABOVE
PROVISIONS,  AT ANY TIME THERE SHALL BE NO  LIABILITY ON THE PART OF LICENSOR BY
VIRTUE  OF  THIS  AGREEMENT,   OR  THE  PERFORMANCE  OR  NONPERFORMANCE  OF  ITS
RESPONSIBILITIES  UNDER THE  AGREEMENT,  OR BY VIRTUE OF A BREACH BY LICENSOR OF
ANY REPRESENTATION OR WARRANTY CONTAINED HEREIN WHETHER DUE TO THE NEGLIGENCE OF
LICENSOR OR OTHERWISE  LICENSEE AGREES THAT IN NO EVENT WILL THE TOTAL AGGREGATE
LIABILITY OF LICENSOR FOR ANY CLAIMS,  LOSSES,  OR DAMAGES EXCEED THE GREATER OF
(A)  $10,000,  OR (B) THE TOTAL  AMOUNT PAID BY LICENSEE TO LICENSOR  UNDER THIS
AGREEMENT FOR THE THREE MONTH PERIOD  IMMEDIATELY  PRECEDING THE DATE UPON WHICH
THE FIRST ACT OR OMISSION OCCURRED THAT GAVE RISE TO LICENSOR'S  LIABILITY.  THE
FOREGOING LIMITATION OF LIABILITY IS COMPLETE AND EXCLUSIVE, SHALL APPLY EVEN IF
LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL  CLAIMS,  LOSSES,
OR DAMAGES,  AND SHALL APPLY  REGARDLESS OF THE SUCCESS OR  EFFECTIVENESS OF ANY
OTHER  REMEDIES  POSSESSED  BY LICENSEE OR THIRD  PARTIES.  THIS  LIMITATION  OF
LIABILITY  REFLECTS AN ALLOCATION OF RISK BETWEEN  LICENSOR AND LICENSEE IN VIEW
OF THE FEES CHARGED BY LICENSOR.

         9.6      Infringement  Issues.  Licensee  shall notify  Licensor of the
assertion of any claim that the Software or Licensee's use of the Software under
this Agreement violates the trade secret, trademark, copyright, patent, or other
proprietary  right of any other party,  and shall cooperate with Licensor in the
investigation and resolution of any such claim. If the Software  becomes,  or is
likely to become,  the  subject of a claim of  infringement  of a  copyright  or
patent,  Licensor, at its option, may procure for Licensee the right to continue
using  the   Software,   may  replace  or  modify  the  Software  to  render  it
non-infringing, or may require that Licensee discontinue use of the Software.


                          Article 10. Additional Terms.

         10.1     Assignment.  Licensee shall not assign, transfer, or otherwise
dispose  of  this  Agreement  in  whole  or in part  to any  individual  firm or
corporation  without the prior written consent of Licensor,  which consent shall
not be  unreasonably  withheld,  Any  assignment  with  consent does not release
Licensee from any of its obligations  under this Agreement unless the consent so
states.

         10.2     Notices.  Any  and  all  notices  (except  for  invoicing  and
inspection  as  provided  for  herein to the  contrary)  to be given  under this
Agreement by either  Party to the other may be effected by personal  delivery in
writing, by telecopy, or by mail, registered or certified,  postage prepaid with
return  receipt  requested.  Notices  shall  be sent  to the  Parties  at  their
respective  addresses  set forth on the first  page of this  Agreement.  Notices
delivered  personally or  telecopied  shall be deemed given as of seven (7) days
after mailing.



                                       10
<PAGE>


         10.3     Taxes. Licensee shall reimburse Licensor for any state, local,
and federal taxes (excluding taxes imposed upon Licensor's income) applicable to
the transactions contemplated under this Agreement provided (i) Licensor has the
legal  obligation to collect the tax from  Licensee,  and (ii)  Licensor  either
charges Licensee the tax at the time of invoicing, if applicable, or if assessed
by a taxing jurisdiction at a later date, sufficient notice is given to Licensee
so Licensee  may provide  documentation  to Licensor  that either  Licensee  has
already  paid  such  taxes to the  taxing  jurisdiction,  or that the tax is not
legally due.


         10.4     Severability. If any provision of this Agreement shall be held
to be illegal,  invalid, or unenforceable by a court of competent  jurisdiction,
that provision shall be modified, if possible, or deleted, if not possible,  and
the remainder of this Agreement shall remain in full force and effect.

         10.5     Entire   Agreement.   This  Agreement   represents  the  final
agreement of the parties with regard to the subject  matter  hereof,  supersedes
all previous agreements and understandingly whether written or oral, between the
Parties with respect thereto. There are no unwritten oral agreements between the
Parties  hereto.  This Agreement may not be modified  except by an instrument in
writing signed by a duly authorized representative of each Party hereto.

         10.6     No Agency.  Nothing in this  Agreement  shall be  construed to
create  an  agency,  joint  venture,  partnership,  or  othcr  form of  business
association between the Parties.

         10.7     Governing Law Jurisdiction  Venue. This Agreement is deemed to
have  been  entered  into  in  the  State  of  Texas,  and  its  interpretation,
construction,  and the  remedies  for  enforcement  or breach  are to be applied
pursuant to, and in accordance  with,  the laws of the State of Texas except for
choice  of law  principles.  Venue  and  jurisdiction  for any  action or claim,
brought  under this  Agreement  shall be in the courts with proper  jurisdiction
located in the State of Texas, and the Parties  expressly  submit  themselves to
the personal jurisdiction of such courts.

         10.8     Attorneys'  Fees  and  Costs.  If  any  legal   proceeding  is
necessary to enforce the terms of this Agreement,  the prevailing Party shall be
entitled to reasonable attorney's fees and costs in addition to any other relief
to which that Party may be entitled.

         10.9     Force  Majeure.  The  obligations  of the  Parties  under this
Agreement (other than the obligation to make payments) shall be suspended to the
extent a Party is hindered or  prevented  form  complying  therewith  because of
labor  disturbances  (including strikes or lockouts) war, terrorist act, actions
of God, earthquakes, fires, storms, accidents, governmental regulations, failure
of vendors or suppliers, or any other cause whatsoever beyond a party's control.
For so long as such  circumstances  prevail,  the  Party  whose  performance  is
delayed or hindered shall continue to use all commercially reasonable efforts to
recommence performance without delay.

         10.10    Headings.  The headings in this  Agreement are for purposes of
reference only and shall not be construed a part of this Agreement.


         10.11    No Bias.  This  Agreement  shall be interpreted as written and
negotiated  jointly by the Parties.  It shall not be strictly  construed against
either Party, regardless of the actual drafter of the Agreement.



                                       11
<PAGE>

         10.12    Duplicate  Counterparts.  This  document  may be  executed  in
duplicate and, if so, either copy or both copies are considered originals.

         10.13    No  Representations.  Each party  acknowledges  that it enters
into this  Agreement  of its own  accord and does not do so on the basis of, and
does not rely on, any  representation,  warranty  or other  provision  except as
expressly provided herein, and all conditions, warranties or other terms implied
by statute or common law are hereby excluded to the fullest extent  permitted by
law.

         10.14    Binding. This Agreement shall be binding on the Parties, their
affiliated companies,  subsidiaries,  successors, and assigns (if any), and they
each warrant that the  undersigned  are  authorized to execute this Agreement on
behalf  of the  respective  Party.  This  Agreement  is also  binding  upon  the
officers, directors, agents, employees, partners and shareholders of the Parties
and any other persons acting in concert with them.












                                       12
<PAGE>

         IN WITNESS WHEREOF, the Parties have respectfully caused this Agreement
to be executed by their duly authorized  representative  on the date hereinafter
indicated.



LICENSEE:                                    LICENSOR.
CENTRATRADE SERVICES, LTD.,                  RushTrade Software Services, Inc.
A Texas limited partnership
By: PSJ Management, LLC, a Texas limited
    Liability company
Its: General Partner


By: /s/ Paul A. Mougel                       By: /s/ D.M. (Rusty) Moore, Jr.
   ---------------------------------            --------------------------------
   Paul A. Mougel,CEO                         D.M. (Rusty) Moore, Jr., President

Name: Paul Mougel
     -------------------------------
Title: CEO                                   Title:
      ------------------------------               -----------------------------
Date: March 7, 2002                          Date: March 7, 2002
      ------------------------------               -----------------------------






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