THIS DOCUMENT ("AGREEMENT") IS A LEGAL DOCUMENT BETWEEN YOU ("USER") AND INVESTING SYSTEMS INC. ("ISI"). THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY ACCESS THE ISI WEB SITE AND USE SOFTWARE THAT IS THE PROPERTY OF INVESTING SYSTEMS, INC. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING THE ISI WEB SITE OR USING THE OUR SOFTWARE. BY ACCESSING THE ISI WEB SITE OR USING OUR SOFTWARE YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS THE ISI WEB SITE. ISI MAY REVISE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE. YOU SHOULD VISIT THIS WEB PAGE PERIODICALLY TO REVIEW THE AGREEMENT.

WEB SITE TERMS AND CONDITIONS OF USE

This Web Site Terms and Conditions of Use Agreement ("Agreement") is made as of the Effective Date by and between INVESTING SYSTEMS INC., a Florida corporation, ("ISI") and you ("the User").

WITNESSETH

WHEREAS, ISI has developed and owns that certain ISI Web Site (as defined hereinafter) for use and access by User through the Internet; and

WHEREAS, User desires to access the ISI Web Site and use the ISI Web Site in accordance with the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, User and ISI hereby agree as follows:

ARTICLE I: RECITALS AND DEFINITIONS

Section 1.01 -- Recitals: The above recitals and identification of parties are true and correct.

Section 1.02 -- Definitions: The following definitions shall apply:

(1) Access: The term "access" and variants thereof (including, without limitation, "accessing" and "accessible") shall mean to store data in, retrieve data from or otherwise approach or make use of (directly or indirectly) through electronic means or otherwise.

(2) ISI Marks: The term "ISI Marks" shall mean trademarks, trade names, service marks and trade dresses of ISI, including Investing-Systems.com, Investing Systems, Inc., Investing Systems Network and all domain name properties.

(3) ISI System: The term "ISI System" shall mean computer systems and communication equipment used for hosting the ISI Web Site and providing User access to ISI Web Site, including ISI Technology used, stored or transmitted through the ISI System.

(4) ISI Technology: The term "ISI Technology" shall mean any and all Technology developed by or for ISI including all software products and related infrastructure.

(5) ISI Web Site: The term "ISI Web Site" shall mean that certain Web Site developed by or for ISI based in whole or in part on the Content and the Licensed Content which is integrated with and implemented on the ISI System and accessible by User via the Internet, including information, data, communication and text transmitted through the ISI Web Site and used or stored on the ISI System.

(6) Content: The term "Content" shall mean ISI Technology incorporated into the ISI Web Site and ISI Technology used, stored on or transmitted through the ISI System.

(7) Effective Date: The term "Effective Date" shall mean the date the User accesses the ISI Web Site.

(8) Internet: The term "Internet" shall mean that certain global network of computers commonly referred to as the Internet.

(9) Licensed Content: The term "Licensed Content" shall mean third party information, data, communications, text, graphics, images, visuals, video, audio, computer software, coding, script and other materials incorporated in whole or part into the ISI Web Site.

(10) Link: The term "Link" shall mean that certain text, icon or graphic in the ISI Web Site (visible or transparent) that upon selection or search, links or associates ISI Web Site to an off-screen or third party Web Site, document, text, image, sound or video.

(11) Materials: The term "Materials" shall mean the ISI Web Site and the Content.

(12) Policy Statement: The term "Policy Statement" shall mean that certain written statement of policies (in printed or electronic form) concerning access to the ISI Web Site as may be adopted and made available by ISI and as modified by ISI from time-to-time.

(13) Technology: The term "Technology" shall mean (i) evaluation, technical, scientific, engineering, marketing, financial and business reports, plans, studies, diagrams, or flow charts; (ii) all forms and types of scientific, technical, economic, business, or engineering information and data; and (iii) computer software, source code, object code, executable code, software libraries, improvements, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interpreters, interfaces, interface designs, trade dress, interface specifications, codes, classes, categories, screen displays, sound recordings, visual works, graphic images, audio, sound recordings, video, patterns, plans, compilations, program devices, formulas, designs, prototypes, methodologies, techniques, ideas, solutions, concepts, processes, procedures, programs, adaptations, derivative works, computers, hardware, networks, products, machines, compositions of matter and articles of manufacture, whether tangible or intangible, and whether stored, compiled, or memorialized (without limitation) physically, electronically, graphically, photographically, or in writing.

(14) Web Site: The term "Web Site" shall mean that certain multimedia interactive product that is a compilation of data, information, computer software, graphics, audio, audiovisuals, videos, components, and coding formatted for use on the Internet and commonly referred to as a web site.

ARTICLE II: SCOPE OF USE

Section 2.01 -- Access: ISI hereby grants User a non-exclusive and non-transferable license to access the ISI Web Site solely for viewing and browsing the information on the Web page screens in the ISI Web Site, subject to the terms and provisions of this Agreement. Except as permitted under this Agreement, User shall not access the ISI System.

Section 2.02 -- Products: The ISI Web Site does not constitute an offer. All products and services are subject to availability. All product descriptions and representations, including, without limitation, color, shade, and size are subject to ISI final specifications for such products and must be confirmed by User prior to any order, quote, or other reliance upon the ISI Web Site.

Section 2.03 -- Policy Statement: User shall comply with the Policy Statement. ISI may modify the Policy Statement from time to time at the exclusive discretion of ISI.

ARTICLE III: INTELLECTUAL PROPERTY

Section 3.01 -- Ownership and Title: Title to the Materials (excluding Licensed Content), including ownership rights to patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of ISI.

Section 3.02 -- Unauthorized Use: User shall not copy or download the Materials without the prior written consent of ISI. User shall not modify, reverse engineer, reproduce, display, publicly perform, distribute, or create derivative works based on the Material, including (without limitation) by framing, mirroring, or similar means, or use the Materials for public or commercial purposes. User shall not use the Materials on any other Web Site.

Section 3.03 -- Trademarks: ISI shall retain all rights, title and ownership interests in the ISI Marks. Excepting the ISI Marks, all other product and company references are trademarks, trade names, service marks, or trade dresses of their respective owners (as applicable).

Section 3.04 -- No Contest: User acknowledges that the Materials are protected under laws, including (without limitation) United States of America and international copyright laws and treaties. User shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets (as applicable) of ISI in connection with the Materials.

Section 3.05 -- User Submissions: Any information posted or submitted by User on the ISI Web Site shall be deemed non-confidential unless otherwise deemed confidential by an agreement in writing and signed by authorized representatives of ISI and User. ISI may use any User materials, information, ideas, concepts, or techniques submitted by User on the ISI Web Site or learned by ISI for any purpose (including, without limitation, the right to display, reproduce, modify, transmit, disclose, and distribute any such information).

ARTICLE IV: WARRANTY AND INDEMNIFICATION

Section 4.01 -- Express Warranties: User hereby acknowledges and agrees that ISI (including officers, employees, agents, directors and independent contractors of ISI) has not made or granted to User any express warranties concerning the ISI Web Site or ISI products. Use and performance of ISI products and services referenced in the ISI Web Site (including, without limitation, ISI certifications) are subject to ISI terms and conditions concerning such products, services and certifications as made available by ISI. User hereby acknowledges that the ISI Web Site does not constitute a grant of an express warranty concerning ISI products and services, and User waives any and all claims of warranty based on the ISI Web Site.

SECTION 4.02 -- WARRANTY LIMITATION: THE ISI WEB SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. ISI, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND USER HEREBY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ISI DOES NOT WARRANT AND USER HEREBY WAIVES ANY WARRANTY THAT USE OF OR ACCESS TO THE ISI WEB SITE BY USER WILL BE UNINTERRUPTED OR ERROR FREE. ISI DOES NOT MAKE ANY WARRANTY AND USER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF THE ISI WEB SITE OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE ISI WEB SITE. USER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET AND ISI WEB SITE SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF USER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND THE ISI WEB SITE.

Section 4.03 -- Inaccuracies: User hereby acknowledges that the ISI Web Site may contain errors, inaccuracies and omissions. User shall assume any and all risk of loss, harm or damage associated with User access to and use of the ISI Web Site.

SECTION 4.04 -- LIMITATION OF LIABILITY: ISI SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH (I) USE, PERFORMANCE OR OPERATION OF THE ISI WEB SITE; (II) USE, PERFORMANCE OR OPERATION OF THE INTERNET OR USE OF THE INTERNET BY USER; AND (III) LOSS OF DATA), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, REGARDLESS OF WHETHER ISI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE.

SECTION 4.05 -- REMEDIES: THE SOLE REMEDY OF USER FOR ANY REASON AND FOR ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT AND THE ISI WEB SITE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, SHALL BE MODIFICATION OF THE ISI WEB SITE, AS DETERMINED BY ISI.

Section 4.06 -- Indemnification: User shall release, defend, indemnify and hold harmless ISI (including its officers, directors, employees, affiliates, contractors and agents) against any expense, loss, cost, or liability (including, without limitation, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (i) use of the ISI Web Site or the Internet by User (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of the ISI Web Site; (iii) User submissions to the ISI Web Site; (iv) User's negligence or the acts (or any failure to act) of User; and (v) any breach by User of the obligations of User under this Agreement.

Restrictions. The End-User may NOT sublicense, assign, or distribute copies of the Software to others. The Software contains trade secrets. The End-User may NOT decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human readable form. THE END-USER MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, OR OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE, OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF. THIS APPLIES TO TRADING RECOMMENDATIONS ISSUED BY USING THE SOFTWARE.

Protection and Security. The End-User agrees to use its best efforts and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. The End-User acknowledges that the Software and all supporting documentation is intellectual property of Investing Systems Inc. The End-User acknowledges that the Software contains valuable confidential information and trade secrets and that unauthorized use and/or copying are harmful to Licensor.

Termination. This License is effective until terminated. This License will terminate immediately without notice from Licensor if the End User fails to comply with any of its provisions. Upon termination the End User must destroy the Software and all copies thereof, and the End-User may terminate this License at any time by doing so.

Limited Warranty. Licensor warrants that, for thirty (30) days from the date of initial use by the original End User, the Software shall operate substantially in accordance with the published functional specifications current at the time of shipment. If, during the warranty period, a defect appears, End User shall notify the Software to Licensor and Licensor's only obligation shall be, at Licensor's election, to replace the defective Software or refund the purchase price. The End-User agrees that the foregoing constitutes the End-User's sole and exclusive remedy for breach by Licensor under any warranties made under this Agreement. This warranty does not cover any Software that has been altered or changed in any way by anyone other than Licensor. Licensor is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not furnished by Licensor. No oral or written information or advice given by Licensor or its dealers, distributors, employees or agents shall in any way extend, modify or add to the foregoing warranty. THE WARRANTY AND REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE END-USER ASSUMES ALL RISK AS TO THE SUITABILITY, QUALITY, AND PERFORMANCE OF THE SOFTWARE. IN NO EVENT WILL LICENSOR, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO THE END-USER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF INVESTMENT PROFITS, INVESTMENT INTERRUPTION, LOSS OF DATA OR INVESTMENT INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY TO THE END-USER (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PAID TO LICENSOR FOR THE LICENSE OF THE SOFTWARE.

Enhancements. From time to time Licensor may, in its sole discretion, advise the End-User of updates, upgrades, enhancements or improvements to the Software and/or new releases of the Software (collectively, "Enhancements"), and may license the End-User to use such Enhancements upon payment of prices as may be established by Licensor from time to time. All such Enhancements to the Software provided to the End-User shall also be governed by the terms of this License. IN ORDER FOR THE END-USER TO BE ASSURED THAT IT WILL BE ADVISED OF AND LICENSED TO USE ANY ENHANCEMENTS TO THE SOFTWARE, THE END-USER MUST KEEP CURRENT CONTACT INFORMATION AVAILABLE TO LICENSOR.

INDEMNIFICATION You agree to and will defend and indemnify Investing Systems Inc., and all of our information providers, all parents, subsidiaries and affiliates or our information providers, and all of the respective directors, officers, employees, representatives, agents, proprietors, shareholders, members and partners, attorneys, predecessors, successors, and assigns of Investing Systems Inc. or our information providers, and hold them harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and expenses), relating to or arising from your use of the Software or any information, products, services, documentation, or quotes available on or through the Software, and any breach by you of this Agreement or other improper act or omission on your part.

In no event will In no event will Investing Systems Inc. or any of its directors, officers, employees, representatives, agents, suppliers, successors or assigns be liable for any indirect, incidental, special, exemplary or consequential damages (including but not limited to lost profits, trading losses, lost data, business interruption, computer or communication systems damage, damages that result from inconvenience, delay or loss of the use of the Software, or any other pecuniary or intangible loss) arising out of or in any way connected with use or inability to use the Software, the products or services available through the Companies, or the information contained on or available through the Software, whether arising in tort (including negligence), contract, strict liability or any other legal theory, even if Investing Systems Inc. or any of its suppliers, has been advised of the possibility of such damages or losses. You agree that the cumulative liability of Investing Systems Inc., its suppliers and licensors, arising out of or in any way connected with your use or attempted use of the Service will in no event exceed the purchase amount of the Software.

The market data and information provided through the Software is believed to be reliable and The market data and information provided through the Service is believed to be reliable and Investing Systems Inc. agrees to run reasonable control checks thereon to verify that the data transmitted is the same as the data received from the various exchanges and other information sources. However, you assume all responsibility and risk arising from your use of any and all information, data, service or product made available by or through the Software. Investing Systems Inc. advises that you always consult a stock broker or other authorized financial advisor or representative to verify the accuracy of the stock prices and other data you collect from or through the Service before making any investments, financial decisions or taking, or refraining from taking, action of any kind.

Section 4.07 -- Export Assurance: User shall not disclose, export, distribute or transfer the Materials (directly or indirectly) outside the United States of America. User shall not perform any act in conflict with or in violation of the export laws and regulations of the United States of America, including (without limitation) the Export Administration Act, 50 U.S.C. ?2401, et seq., and the Export Administration Regulations, 15 C.F.R. Parts 730-774.

Section 4.08 -- Links: User hereby acknowledges that the ISI Web Site contains Links to third party Web Sites which are provided solely as a convenience to User and do not constitute an endorsement by ISI of such Web Sites and the third party content therein.

ARTICLE V: MISCELLANEOUS

Section 5.01 -- Entire Agreement: This Agreement contains the entire understanding of the parties relating to the Materials and supersedes all previous verbal and written agreements between ISI and User relating to the Materials.

Section 5.02 -- Amendments and Modifications: Excepting modifications made to the Policy Statement by ISI and modifications made to this Agreement by ISI, any alteration, modification or amendment of this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by an authorized representative of ISI.

Section 5.03 -- Severability: If a provision of this Agreement is rendered invalid the remaining provisions shall remain in full force and effect.

Section 5.04 -- Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.

Section 5.05 -- Governing Law: This Agreement is governed by the laws of the State of Florida, without regard to any rules of conflict or choice of laws that require the application of laws of another jurisdiction, and venue shall be Jacksonville, Florida.

Section 5.06 -- User Notice: All notices shall be in writing. Notices to User shall be deemed delivered when delivered to User electronically, by commercial overnight delivery service, by Certified or Registered Mail - Return Receipt Requested, or by hand. Notices to User shall be deemed given on the date notice is delivered electronically or by hand to User or on the date of receipt by User (as evidenced in the case of Certified or Registered Mail by Return Receipt), whichever occurs first. Notices delivered to User electronically (including, without limitation, electronic mail) shall be deemed written notices.

Section 5.07 -- ISI Notice: All notices shall be in writing. Notices to ISI shall be deemed delivered when delivered to ISI electronically, by commercial overnight delivery service, Certified or Registered Mail - Return Receipt Requested, or by hand to the address set forth below for ISI. Notices to ISI shall be deemed given on the date notice is received by ISI (as evidenced in the case of Certified or Registered Mail by Return Receipt). Notices delivered to ISI electronically (including, without limitation, electronic mail) shall be deemed in compliance with this Section 5.07 only if promptly confirmed in writing by User.

Investing Systems Inc. PO Box 15923 Fernandina Beach, FL 32035-3116

Section 5.08 -- Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, singular or plural as the context shall require.

Section 5.09 -- Equitable Remedies: The parties hereby acknowledge and agree that damages at law will be an inadequate remedy to ISI. In addition to other rights that may be available, ISI shall have the right of specific performance, injunction or other equitable remedy (including, without limitation, the right to such equitable remedies prior to or pending arbitration) in the event of a breach or threatened breach of this Agreement by User.

Section 5.10 -- Waiver: Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.

Section 5.11 -- Public Announcements: All public announcements concerning the ISI Web Site or the relationship of User and ISI shall be subject to the prior written approval of ISI.

Section 5.12 -- Arbitration: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules (excluding Expedited Procedures) of the American Arbitration Association in the city of Orlando, Florida. The American English language shall be the applicable and controlling language of the arbitration. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof, unless either Distributor or ISI under this Section 5.12 has filed a subsequent request for reconsideration. Three qualified arbitrators shall be appointed in accordance with the Commercial Arbitration Rules (excluding Expedited Procedures) of the American Arbitration Association and this Agreement. Such qualified arbitrators shall be members of the bar of any State in the United States of America and shall have at least five years of experience in computer law matters. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. A stenographer shall be present at the arbitration proceedings and the stenographic record shall be the official record of the proceeding. The arbitration award shall be in writing and shall include findings of fact and conclusions of law. Each party shall have the right to appeal any decision of the arbitrators by filing a request for reconsideration of such decision with the American Arbitration Association within ninety days of receiving such decision. Upon receiving such request for reconsideration, the American Arbitration Association shall reconsider the matter de novo using a different panel of three appellate arbitrators and the foregoing procedures. Such panel of appellate arbitrators shall be selected using the same procedures as used to select the original arbitrators. Each party shall pay an equal share of the fees and expenses of the arbitrators and administrative fees and expenses of the arbitration. Florida statute ?682 shall apply.

Section 5.13 -- Litigation Expense: In the event of litigation or arbitration arising out of this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration) ISI-061