Please print this document for you records. END-USER LICENSE AGREEMENT FOR TradeMatrix, WebMatrix AND MatrixMiner SOFTWARE IMPORTANT-READ CAREFULLY: THIS END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU ( EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND TRADEPORTAL.COM, INC. ("TRADEPORTAL") FOR TradeMatrix, WebMatrix AND MatrixMiner SOFTWARE ("THE SOFTWARE PRODUCT(S)") WHICH MAY INCLUDE ASSOCIATED SOFTWARE COMPONENTS, MEDIA, PRINTED MATERIALS, AND "ONLINE" OR ELECTRONIC DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE PRODUCT"). THE SOFTWARE PRODUCT IS LICENSED, NOT SOLD. TRADEPORTAL SECURITIES, INC. LICENSES THE SOFTWARE PRODUCTS PURSUANT TO A LICENSE AGREEMENT BETWEEN TRADEPORTAL SECURITIES, INC. AND TRADEPORTAL.COM, INC. ("TRADEPORTAL"). TRADEPORTAL SHALL BE A THIRD PARTY BENEFICIARY TO THIS EULA AS SET FORTH HEREIN BELOW. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE PRODUCT. 1. INCORPORATION OF CAA TO CUSTOMER ACCOUNT AGREEMENT. This SOFTWARE PRODUCT is a "Program" within the meaning of TRADEPORTAL SECURITIES, INC. Customer Account Agreement ("CAA") CAA. Your use of the SOFTWARE PRODUCT is subject to the provisions of the CAA, and you have already agreed to the CAA’s terms and conditions. Among other things, the CAA includes your acknowledgement that the Program is not intended to provide investment, tax, or legal advice. 2. ELECTRONIC SIGNATURE AND DELIVERY. The EULA and the SOFTWARE PRODUCT include important disclosures and information that are associated with the SOFTWARE PRODUCT’S electronic content and services. When you click "I accept" below you will be signing, and consenting to signing, the EULA electronically, and to electronic delivery of the disclosures and information contained in the EULA in ASCII plain text (readable with a common text reader or editor, such as Microsoft Notepad). To enable you to access, retain, and/or print the EULA for your records, the installation process for TradeMatrix AND WebMatrix will place the EULA in an ASCII plain text file labeled "License-Product.txt" within the TradeMatrix folder located on your C: drive (C:\Program files\MatrixSuite\TradeMatrix). The TradeMatrix installation process will place the EULA in an ASCII plain text file labeled "License-Product.txt" in the TradeMatrix section of the directory located under the Program Files on your c: drive (C:\Program files\MatrixSuite\TradeMatrix). You can also access and print the most recent version of the EULA for your records by accessing the Electronic Agreements archive on the TRADEPORTAL website located at http://www.tradeportalsecurities.com/get_software.asp. 3. OTHER EFFECTS OF YOUR SIGNATURE BELOW. By clicking "I accept" below, you will also confirm your understanding, acceptance, and receipt of the EULA and its terms and conditions, and you will acknowledge and demonstrate that you can access the EULA and the other electronic disclosures and information associated with the SOFTWARE PRODUCT. This is required in order to install the SOFTWARE PRODUCT. If you do not agree to the terms of the EULA, do not install or use the SOFTWARE PRODUCT and select "I do not accept" below. 4. GRANT OF LICENSE. The SOFTWARE PRODUCT is provided in object code form only. Subject to the terms and conditions of this EULA, TRADEPORTAL grants you a non-exclusive, non-transferable license to install and use copies of the SOFTWARE PRODUCT on a single computer running a validly licensed copy of the operating system for which the SOFTWARE PRODUCT was designed and using an acceptable connection and ISP provider as described in Section 5 Specifications. You acknowledge that TRADEPORTAL has granted this license to you for mutual consideration arising out of your relationship with TRADEPORTAL. This license is restricted to your personal use as a TRADEPORTAL account holder for the limited purposes described in the User's Manual and any training materials. This license permits you to make one or more copies of the SOFTWARE PRODUCT for backup or archival purposes only. You are acquiring no right to use, and shall not use, without TRADEPORTAL’s prior written consent, the terms or existence of this EULA, the names, characters, artwork, designs, trade names, copyrighted materials, trademarks or service marks of TRADEPORTAL, its parent, and their respective subsidiaries, affiliates, agents, vendors, and licensors. 5. SPECIFICATIONS. The SOFTWARE PRODUCT can be used with the Windows 98, Windows NT 4.0 or higher operating system. You are required to use a minimum of a 56 K connection when operating the SOFTWARE PRODUCT. However, if you are using the TradeMatrix Software, it is recommended that you have a more bandwidth intensive connection such as an ISDN line, DSL line, Cable modem, or T-1 line in order to attain optimum performance. If you choose to use a 56 K connection to run the TradeMatrix platform, you may experience connection issues and data transmission slowdowns. The SOFTWARE PRODUCT is not compatible with the Internet Service Providers AOL, CompuServe, or Prodigy, or with a Satellite provider. The minimum hardware requirements are 128 MB of RAM, 400 MHz Pentium II processor, 50 MB free hard drive space, 8 MB Video Memory if a single port card, or 32 MB Video Memory if a multiport card, and a 17-inch monitor with a 1280x1024 resolution. These specifications may change from time to time as documented on the "System Requirements" section of the TRADEPORTAL.COM website located at http://www.tradeportalsecurities.com/system_requirements.asp. By consenting to this EULA, you agree to monitor the System Requirement section of the TRADEPORTAL.COM website and implement necessary upgrades as the requirements change. 6. POTENTIAL RISKS OF USE. The SOFTWARE PRODUCT provides access to sophisticated securities market data and securities trade order entry and routing functionality. User guides and training and education materials are intended to assist you in the proper use of this SOFTWARE PRODUCT. You agree to read any such materials carefully, to follow all instructions, and to call TRADEPORTAL for assistance if you have any questions or if you do not understand how to use the SOFTWARE PRODUCT or any of its features. You acknowledge that you should not, and will not, use the SOFTWARE PRODUCT if you do not understand how to use it properly. You also agree that you have sole and complete responsibility for any decisions that you make or actions that you take in reliance upon the SOFTWARE PRODUCT and any results, orders, or data that you receive or transmit using the SOFTWARE PRODUCT. You understand that, by making the SOFTWARE PRODUCT available to you, TRADEPORTAL and TRADEPORTAL SECURITIES, INC. are not recommending, promoting, or endorsing any particular investment, market data, or trading strategy. Though the MatrixMiner provides specific alerts to potential trading opportunities, you hereby agree not to rely solely upon these alerts in order to affect transactions. While such alerts are available to call your attention to possible opportunities, you must apply your own knowledge of the markets as well as your particular financial situation and investment objectives before you commit to any trade. The SOFTWARE PRODUCT contains a practice mode called Demo Mode ("Demo"), which allows you to simulate placing orders, and using the Software Product tools with the recorded market data. You must not determine the success rate of a trading strategy based on Demo performance. Orders are filled randomly, with no regard to price, so the fill rates have no resemblance to those you might experience in a live market environment. Only use Demo for learning the mechanics of the Software Product without risking any capital. 7. RESTRICTIONS ON USE. You shall not: (a) use, copy, merge or transfer copies of the SOFTWARE PRODUCT, except as specifically authorized in this EULA; (b) use the SOFTWARE PRODUCT on more than one computer, except as specifically authorized in this EULA; (c) use the backup or archival copy of the SOFTWARE PRODUCT (or permit any third party to use such copy) for any purpose other than to replace the original copy in the event that it is destroyed or becomes defective; (d) rent, lease, sublicense, distribute, transfer, copy, modify or timeshare the SOFTWARE PRODUCT or any of your rights under this EULA, except as expressly authorized in this EULA; (e) provide unauthorized third parties with access to or use of the SOFTWARE PRODUCT; (f) reverse engineer, disassemble, decompile or otherwise attempt to access the source code of the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law; or (g) use the SOFTWARE PRODUCT after any expiration, termination or cancellation of this EULA or the license granted in Section 4 (Grant of License). 8. TRANSFER OF THE SOFTWARE PRODUCT. You may permanently transfer the license and all copies of the SOFTWARE PRODUCT to a transferee third party, provided that (1) the transferee executes a CAA and is approved by TRADEPORTAL SECURITIES, INC. as a client, and that (2) notice of such transfer together with the written agreement of the transferee to comply with the terms and conditions of this EULA is given to TRADEPORTAL at the time of such transfer. 9. OWNERSHIP. The SOFTWARE PRODUCT is sub-licensed, not sold, to you for use only upon the terms of this EULA. TRADEPORTAL (as a TradePortal Securities, Inc. licensee), and its suppliers reserve all rights not expressly granted to you. TRADEPORTAL retains ownership of all copies of the SOFTWARE PRODUCT. You must reproduce the copyright and all other proprietary notices displayed on all copies of the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is protected by U.S. copyright laws and international treaties, and the unauthorized reproduction or distribution thereof is subject to civil and criminal penalties. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner(s) and may be subject to their end-user license agreements. This EULA grants you no rights to use such content. 10. SUPPORT SERVICES. TRADEPORTAL may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Such Support Services will be provided by TRADEPORTAL at no charge during the term of this EULA. Use of Support Services is governed by the TRADEPORTAL polices and programs described in the then current User Manual, in "on line" documentation, and/or other TRADEPORTAL-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to TRADEPORTAL as part of the Support Services, you agree and acknowledge that TRADEPORTAL may use such information for its business purposes, including product support and development, and shall make no claim thereto. TRADEPORTAL will not utilize such technical information in a form that personally identifies you. 11. INVESTMENT JUDGEMENT; COMPLIANCE WITH APPLICABLE LAWS. You agree that you will have sole and complete responsibility for any decisions made or actions taken by you in reliance upon the SOFTWARE PRODUCT and any results or data obtained therefrom. You agree that the SOFTWARE PRODUCT is designed to assist you in the performance of your investment activities and is not intended to replace your own skill and judgment. You agree and acknowledge that the SOFTWARE PRODUCT is not intended to supply tax, investment, or legal advice. You are solely responsible for compliance with all foreign, federal, state, and local laws, rules, and regulations, and the rules and regulations of any self-regulatory organization of which you are a member. You hereby acknowledge that SOFTWARE PRODUCT alerts are not solicitations for transactions by TradePortal.com, Inc., TradePortal Securities, Inc., or any affiliated entity. 12. TERM AND TERMINATION. The term of this EULA and the license granted to you will continue until it is terminated as provided in this Section or until you transfer the SOFTWARE PRODUCT as permitted in Section 8 (Transfer of The SOFTWARE PRODUCT), whichever occurs first. Without prejudice to any other rights TRADEPORTAL may have, this EULA will terminate automatically in the event you violate any provision herein. Additionally, TRADEPORTAL, at its own discretion, may terminate this EULA at any time. You may terminate or cancel the license granted by discontinuing use of the SOFTWARE PRODUCT and providing TRADEPORTAL written notice. In the event of termination, for any reason, you shall delete the SOFTWARE PRODUCT from your computer(s) and either destroy any tangible media containing the SOFTWARE PRODUCT or return it to TRADEPORTAL. You shall not be entitled to any refund or other money upon termination of the license, no matter what the reason. 13. EXCLUSIVE REMEDY AND DISCLAIMER OF WARRANTIES. THE SOFTWARE PRODUCTS ARE PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE SOFTWARE PRODUCT'S FUNCTIONS WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE PRODUCTS WILL BE VIRUS FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE PRODUCT IS WITH YOU. THIS DISCLAIMER APPLIES TO AND IS FOR THE BENEFIT OF TRADEPORTAL ITS PARENT, AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, VENDORS, THIRD PARTIES, AND LICENSORS. 14. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall TRADEPORTAL or TRADEPORTAL SECURITIES, INC. be liable for any punitive, exemplary, special, incidental, direct, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT or the provision of or failure to provide Support Services, even if TRADEPORTAL has been advised of the possibility of such damages. In no event shall TRADEPORTAL’s liability for any damages, regardless of kind or type, to you or any other person exceed US $5.00. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. For purposes of this section 14, the term TRADEPORTAL shall include TRADEPORTAL SECURITIES, INC., its parent and their respective parents, subsidiaries, affiliates, joint ventures, and third party vendors and licensors. 15. EXPORT RESTRICTIONS. The SOFTWARE PRODUCT and its underlying technology are subject to U.S. government export controls contained in the Export Administration Regulations. The SOFTWARE PRODUCT is exportable under license exception ENC. Export or distribution to the following countries, or to nationals or residents of the following countries, is prohibited: Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. Prohibited countries are subject to change. Federal law also prohibits the distribution, exporting, or re-exporting of the SOFTWARE PRODUCT to anyone on, or under the control of any person on, the U.S. Commerce Department Bureau of Export Administration's List of Denied Persons or the U.S. Treasury Department Office of Foreign Asset Control's list of Specially Designated Nationals. You acknowledge and agree to be bound by these restrictions. 16. TECHNICAL SUPPORT. The SOFTWARE PRODUCT and its underlying technology scan your PC for technical information that will assist the company in supporting the end user. This information is private and of a confidential nature; it is not shared or distributed in any format. It is restricted to registering your Operating System, memory, processor, number of NIC cards, video cards and resolution and number of monitors, and country location. You acknowledge and agree to these restrictions. 17. ENTIRE AGREEMENT. This EULA constitutes the entire agreement between you and TRADEPORTAL. You understand and agree that TRADEPORTAL may revise the terms and conditions of this EULA at any time, and you agree to be bound by future revisions. While TRADEPORTAL will try to provide you written notice sent via email or other communications means when this EULA is modified, it is your responsibility to visit the "Electronic Agreements" link located at TRADEPORTAL.COM(http://www.tradeportalsecurities.com/get_software.asp) periodically to review the most current terms and conditions of the EULA. Use of the SOFTWARE PRODUCT after the effective date of the changes, as specified in the notice or on the Electronic Agreements page, will constitute your consent to the changes. No failure on the part of any party to exercise and no delay in exercising, any right, power, or remedy under this EULA will operate as a waiver thereof, nor will any single or partial exercise of any right under this EULA preclude any other or further exercise thereof or the exercise of any other right. No vendor, distributor, dealer, retailer or other person is authorized to modify this EULA or to make any representation or warranty concerning the SOFTWARE PRODUCT other than those specifically set forth in this EULA. 18. GENERAL. If any provisions of this EULA are invalid under applicable law, they shall be enforced to the maximum permissible extent to effect the intent of the parties and the remaining provisions will remain in full force and effect. This EULA and performance hereunder will be governed by and construed in accordance with the laws of the State of California without reference to choice of law principles. You agree that all actions or proceedings arising in connection with this EULA shall be tried and litigated exclusively in the state and federal courts located in Irvine, California. The following provisions shall survive termination or expiration of this EULA: Sections 9 (Ownership), 12 (Termination and Termination), 13 (Exclusive Remedy and Disclaimer of Warranties), 14(Limitation of Liability), 16 (Entire Agreement), and 17 (General). TRADEPORTAL SECURITIES, its parent and its subsidiaries, affiliates, joint ventures, third party vendors, and licensors are intended third party beneficiaries of this EULA. SIGNATURE: By selecting "I accept" I represent and acknowledge that: 1. I have read, understood, and consented to electronic delivery of, the disclosures above, and I agree to enter into a legally binding contract based on the above terms and conditions. 2. I intend the act of selecting "I accept" to be my legal signature to this EULA. Should you have any questions concerning this EULA, or if you desire to contact TRADEPORTAL for any reason, please contact TRADEPORTAL at: TRADEPORTAL, INC. /11 Orchard Road, Suite 109, Lake Forest, CA 92630. EULA-TradeMatrix/WebMatrix v. 003 (12/31/02)